Common use of Payment of Taxes, Etc Clause in Contracts

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid paid, as the same become due and payable, all (i) real estate and personal property taxes, assessments, water rates, rates or sewer rents, governmental impositionsnow or hereafter levied or assessed or imposed against the Property or part thereof (collectively, the “Taxes”) and (ii) ground rents, maintenance charges, impositions and any other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandProperty, now or hereafter levied or assessed or imposed against the Property or any part thereof (collectively, the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”). At Lender’s request, Mortgagor shall furnish to Lender receipts, or other evidence of the payment of the Taxes and all charges for utility services provided to the Property Other Charges prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then same shall become delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien Lien or charge whatsoever (other than Permitted Encumbrances) which may be or become a lien Lien or charge against the Property. Except , and shall promptly pay for all utility services provided to the extent sums sufficient Property (provided however this applies only to utility services the failure to pay all Taxes and Other Charges have been deposited with Lender could result in accordance with the terms creation of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) a lien that has a Material Adverse Effect). After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableMortgagor, 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 TaxesTaxes or Other Charges, other than ground rent, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, remains uncured; (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Requirements of Laws; (viii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Mortgagor shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower Mortgagor shall have deposited with Lender adequate reserves, a bond, or other reasonable furnish such security for as may be required in the proceeding to insure the payment of the Taxesany such Taxes or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall To the extent within the Pledgors' control, the Pledgors will cause the Partnership to pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), ) and all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges")other governmental impositions, and all other charges for utility services provided to the Property prior to the date on which delinquency and before interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityand/or penalties become due. Borrower The Pledgors will deliver to Lenderthe Pledgee, promptly upon Lenderthe Pledgee's request, evidence reasonably satisfactory to Lender the Pledgee that the TaxesTaxes and such charges, Other Charges fees and utility service charges impositions have been so paid or and are not then delinquent. Borrower shall To the extent within the Pledgors' control, the Pledgors will not suffer permit the Partnership to suffer, and shall will promptly cause to be paid and discharged discharged, any lien or charge whatsoever Lien which may be or become a lien or charge Lien (including, without limitation, tax liens and mechanics' liens) against the Property. Except Property (other than the Permitted Encumbrances), and will promptly pay for all utility services provided to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquentProperty. (b) After prior written notice Notwithstanding the provisions of subsection (a) of this Section 6.10, the Pledgors may permit the Partnership to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such Lien (including, without limitation, tax liens and mechanics' liens) referred to in whole the last sentence of subsection (a) above (or in part of connection with any of tenant mechanics' lien to enforce the Taxes, provided that (i) no Event of Default has occurred and is continuing Partnership's rights under the Note, this Security Instrument or any of the Other Security Documents, (iilease to cause tenant to remove such mechanics' lien) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower by appropriate legal proceedings and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with all applicable law, after notice to, but without cost or expense to, the provisions Pledgee, PROVIDED that: (I) the Partnership pays all Taxes prior to delinquency and before interest and/or penalties become due, unless the Pledgors deliver evidence that, as a result of any other instrument the Partnership's contest, the Partnership's obligation to pay such Taxes has been deferred by the appropriate governmental authority, in which Borrower is subject event the Pledgors may permit the Partnership to defer such payment of such Taxes until the date specified by such governmental authority; (II) such contest shall be promptly and diligently prosecuted by and at the expense of the Partnership; (III) the Pledgee shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions; (vIV) neither such contest shall be discontinued if at any time all or any part of the Property nor any part thereof or interest therein will shall be in imminent danger of being foreclosed, sold, forfeited, terminated, cancelled or otherwise lost, ; and (viV) Borrower shall have deposited with Lender adequate reservesduring such contest the Pledgors will, a bond, or other reasonable security for at the payment option of the TaxesPledgee, together provide security satisfactory to the Pledgee, indemnifying and protecting the Pledgee against any liability, loss or injury by reason of such contest (PROVIDED that the Pledgee shall not require that the Pledgors post a bond as security in connection with all interest and penalties thereon, unless Borrower has paid all the contest of a mechanic's lien but it will post other security reasonably satisfactory to the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of TaxesPledgee).

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however provided, however, that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART PetsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART PetsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART PetsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower The Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, all premiums for insurance, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior as the same become due and payable, subject to the date on which interest or delinquency charges begins Mortgagor’s right to accrue thereon or any non-payment thereof would result in contest the application of any penalties, provided however that taxes may be paid in installments same as and to the extent permitted by the taxing authorityCredit Agreement. Borrower The Mortgagor will deliver to Lenderthe Administrative Agent, promptly upon Lender's the Administrative Agent’s request, evidence satisfactory to Lender the Administrative Agent that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower The Mortgagor shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender the Administrative Agent in accordance with the terms of this Security InstrumentMortgage, Borrower the Mortgagor shall furnish to Lender the Administrative Agent, upon the Administrative Agent’s request, paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with . The Mortgagor pay when due diligence, the amount or validity or application in whole or in part of any all operating costs of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay (or cause to be paid paid) all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges which Borrower is obligated to pay have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever all Taxes and Other Charges which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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, Other Charges, utility service charges, and any lien or charge whatsoever (each, a “Contested Obligation”), provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes such Contested Obligation from Borrower and from the Property or Borrower shall have paid all of the Taxes Contested Obligation under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) without duplication of amounts deposited pursuant to subclause (vii) hereof, Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesContested Obligation, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes Contested Obligation under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender proceeding to insure the payment of any contested TaxesContested Obligation, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid by the date same are initially payable all taxes, assessments, impact fees, levies, inspection and license fees, water rates, sewer rents, rents and other governmental impositions, including, without limitation, vault and other charges, including without limitation vault meter charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes") not paid from the Escrow Fund (hereinafter defined), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's requestreceipts or other, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever whatsoever, which may be or become a lien or charge against the Property. Except , except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, lost and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves (determined by Lender in its sole discretion) for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the such other security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however provided, however, that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon LenderXxxxxx's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART PetsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART PetsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART PetsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Subject to Borrower’s contest rights set forth in Section 31 below, Borrower shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, governmental now or hereafter levied or assessed or imposed against the Security Property or any part thereof (the “Taxes”) and all ground rents, maintenance charges, other impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied or assessed or imposed against the Security Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"), ”) as the same become due and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower will deliver to Lender, promptly upon Lender's request, Lender receipts for payment or other evidence satisfactory to Lender that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquentdelinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Security Property, and shall promptly pay for all utility services provided to the Security AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 9 43412-20/Continental Towers Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent. delinquent (b) After prior written notice to Lenderprovided, Borrower orhowever, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted not required to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) furnish such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available receipts for payment of TaxesTaxes in the event that such Taxes have been paid for by Lender pursuant to Section 6 hereof).

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower To the extent that the Grantor is obligated to pay the same under the Subject Lease or under applicable law, the Grantor shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, rents and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied or assessed or imposed against the Trust Property or any part thereof and the Premises (the "“Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property ”) prior to the date on upon which any fine, penalty, interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes cost may be paid in installments added thereto or imposed by law for the nonpayment thereof, and the Grantor shall deliver to the extent permitted by the taxing authority. Borrower will deliver to LenderBeneficiary, promptly upon Lender's request, receipted bills, canceled checks and other evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for Beneficiary evidencing the payment of the Taxes and Other Charges prior to the date upon which any fine, penalty, interest or cost may be added thereto or imposed by law for the same shall become delinquentnonpayment thereof. (b) After prior written notice to Lenderthe Beneficiary, Borrower orin the case of any material item, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableGrantor, 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 default shall have occurred and is shall be continuing under the Note, Note or this Security Instrument or any Deed of the Other Security DocumentsTrust, (ii) Borrower the Grantor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the PropertySubject Lease, (iiiii) such proceeding shall suspend the collection of the contested Taxes from Borrower the Grantor and from the Property or Borrower shall have paid all of the Taxes under protestTrust Property, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower the Grantor or the Trust Property is subject and shall not constitute a default thereunder, (v) neither the Trust Property nor any part thereof or nor any interest therein will in the opinion of the Beneficiary be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower the Grantor shall have deposited set aside in an interest-bearing account with Lender the Beneficiary, and otherwise in a manner satisfactory to the Beneficiary, adequate reserves, a bond, or other reasonable security cash reserves for the payment of the contested Taxes, together with will all interest and penalties thereon, unless Borrower has paid all of or in the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant alternative the Grantor shall have furnished the such security as may be required in the proceeding, or as may otherwise be reasonably requested or required by Lender the Beneficiary to insure the payment of any the contested Taxes, together with all interest and penalties thereon, taking into consideration and, provided further, that if at any time the amount Beneficiary determines, in the Escrow Fund available for its sole and absolute discretion, that payment of Taxesany tax, assessment or other charge shall become necessary to prevent the delivery of a tax deed conveying the Trust Property or any portion thereof because of non-payment of any such sums, then the Grantor shall pay or cause to be paid the sums in sufficient time to prevent the delivery of such tax deed. (c) If a default shall occur under the Note or this Deed of Trust either prior to, or after, initiating said proceeding, the Beneficiary shall have the right to either initiate or continue said proceeding, as the case may be, either in its own name or as agent of the Grantor. The Grantor shall cooperate with the Beneficiary and make available to the Beneficiary upon demand any and all information, and execute any documents or pleadings, which the Beneficiary may reasonably require. The Beneficiary shall then conduct said proceeding in a manner it deems appropriate, and at its own expense, subject to any right of reimbursement from the Grantor in accordance with the provisions of this Deed of Trust.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes") and all ground rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar chargesPremises, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges")) as same become due and payable. Upon written request from Xxxxxx, and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower Xxxxxxxx will deliver to Lender, promptly upon Lender's request, Lender evidence satisfactory to Lender that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except , and shall promptly pay for all utility services provided to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Property. Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Taxes, Other Charges and said utility services prior to the date the same shall become delinquent. (b) After . Notwithstanding the above, after prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, Note or this Security Instrument or any of the Other Security Documentsshall have occurred and be continuing, (ii) Borrower is permitted to do so under the provisions of any other mortgage, mortgage or deed of trust or deed to secure debt affecting the Propertysuperior or junior in lien to this Security Instrument, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestProperty, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless and (vii) Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the such security as may be reasonably required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested such Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Subject to the provisions of Sections 3.4(b) and 3.5 hereof, Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritysame becoming delinquent. Borrower will deliver to Lender, promptly upon Lender's ’s written request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty arising out of such Taxes, Other Charges and utility service charges. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender Lender, promptly upon Lender’s written request, paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquentCharges. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender proceeding to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes") and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges")) as same become due and payable. Upon written request from Mortgagee, and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower Mortgagor will deliver to Lender, promptly upon Lender's request, Mortgagee evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property, and shall promptly pay for all utility services provided to the Mortgaged Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender paid Mortgagee receipts for the payment of the Taxes and Taxes, Other Charges and said utility services prior to the date the same shall become delinquent. (b) After . Notwithstanding the above, after prior written notice to LenderMortgagee, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableMortgagor, 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 under the Note or this Mortgage shall have occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentsbe continuing, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower Mortgagor and from the Property or Borrower shall have paid all of the Taxes under protestMortgaged Property, (iviii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (viv) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (viv) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant and (vi) Mortgagor shall have furnished the such security as may be reasonably required in the proceeding, or as may be reasonably requested by Lender Mortgagee to insure the payment of any contested such Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay (or cause to be paid paid) all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's Xxxxxx’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges which Borrower is obligated to pay have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever all Taxes and Other Charges which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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, Other Charges, utility service charges, and any lien or charge whatsoever (each, a “Contested Obligation”), provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes such Contested Obligation from Borrower and from the Property or Borrower shall have paid all of the Taxes Contested Obligation under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) without duplication of amounts deposited pursuant to subclause (vii) hereof, Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesContested Obligation, together with all interest and penalties thereon, unless Borrower Xxxxxxxx has paid all of the Taxes Contested Obligation under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender proceeding to insure the payment of any contested TaxesContested Obligation, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Subject to the provisions of Sections 3.4(b) and 3.5 hereof, Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, assessments, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritysame becoming delinquent. Borrower will deliver to Lender, promptly upon Lender's ’s written request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty arising out of such Taxes, Other Charges and utility service charges. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender Lender, promptly upon Lender’s written request, paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquentCharges. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) (A) such proceeding or other actions taken by Borrower in connection with such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Property, (B) Borrower shall have paid all of the Taxes under protestprotest or (C) to the extent expressly permitted by applicable law as a method of releasing any related lien for the applicable contested Taxes, Borrower shall have deposited with the applicable taxing authority Qualified Security (defined below) in an amount sufficient to insure the payment of such contested Taxes, together with all interest and penalties thereon, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) to the extent not already secured pursuant to any Qualified Security deposited by Borrower with the applicable taxing authority, Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) to the extent not already secured pursuant to any Qualified Security deposited by Borrower or PETsMART or an Acceptable Replacement Tenant with the applicable taxing authority, Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender proceeding to insure the payment of any contested Taxes, together with all interest and penalties thereon. In connection with the foregoing, taking into consideration provided no Event of Default has occurred and is then continuing and subject to the amount other applicable terms and conditions of Section 3.5, Lender shall allow Borrower to access then available monies in the Escrow Fund available for (if any) to pay such Taxes under protest. As used herein, “Qualified Security” shall mean, with respect to any contested Taxes, cash or cash equivalents acceptable to the applicable taxing authority which such cash or cash equivalents may be applied by the applicable taxing authority to the payment of Taxessuch contested Taxes (and any interest and penalties thereon) if Borrower is unsuccessful in the applicable contest.

Payment of Taxes, Etc. (a) Borrower Subject to Grantor’s rights to contest the same as provided below, Grantor shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof the same would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritybecome delinquent. Borrower Grantor will deliver to LenderBeneficiary, promptly upon Lender's requestwithin ten (10) days of a request by Beneficiary’s, evidence reasonably satisfactory to Lender Beneficiary that the Taxes, Other Charges and utility service charges have been so paid or paid, are not then delinquentdelinquent or are being contested. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms Upon request of this Security InstrumentBeneficiary, Borrower Grantor shall furnish to Lender Beneficiary paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent, unless the same are being contested in accordance with the terms hereof. (b) After prior written notice to LenderBeneficiary, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableGrantor, 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 TaxesTaxes or Other Charges, provided that (i) no Event of Default (as defined in Article 9) has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower Grantor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower Grantor and from the Property or Borrower Grantor shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Grantor is subject and shall not constitute a default thereunder, and (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the “Taxes“) and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees (collectively, “Other Charges“) for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon Lender's Mortgagee’s request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Mortgagor shall not suffer or permit any lien or charge (including, without limitation, any mechanic’s lien) against all or any part of the Mortgaged Property and Mortgagor shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property. Except Mortgagor shall promptly pay for all utility services provided to the extent sums sufficient Mortgaged Property. In addition, Mortgagee may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Mortgagor. (b) After prior written notice Notwithstanding the provisions of subparagraph (a) of this Paragraph 4, Mortgagor shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics’ liens) referred to in subparagraph (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Mortgagee, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Mortgagor pays such Taxes, liens or Other Charges as same become due and payable, unless Mortgagor delivers evidence satisfactory to do so under Mortgagee that, as a result of Mortgagor’s contest, Mortgagor’s obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Mortgagor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestMortgagor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Mortgagee shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Mortgaged Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the lien and security interest created by this Mortgage or the priority thereof shall be in imminent danger of being impaired, terminated, cancelled or lost, and (vi) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Mortgagee’s judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Mortgagor shall have furnished such security as may be required in the proceeding or as may be requested by Mortgagee, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Subject to the provisions of Section 3.5 hereof, Borrower shall pay or cause to be paid pay, when due, all taxes, assessments, water rates, sewer rents, rents or governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof impositions (the "Taxes"), maintenance charges, all ground rents, maintenance other charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof impositions (herein called the "Other Charges")) now or hereafter assessed, levied or otherwise charged against the Property, or any part thereof, and all charges shall promptly furnish proof, satisfactory in form and substance to Lender, of such payment. Borrower may protest tax assessments with the appropriate governmental authorities so long as funds have been reserved for utility services provided payment of Taxes in a manner satisfactory to Lender. In the event of the passage after date of this Security Instrument of any law, ordinance, or regulation, deducting from the Property prior for the purposes of taxation any lien thereon, or changing in any way the laws now in force for the taxation of mortgages, deeds of trust, or indebtedness secured thereby, or the manner of the operation of any such taxes so as to affect the date on which interest of Lender, then and in such event, Borrower shall bear and pay the full amount of such Taxes, unless the payment thereof by Borrower would be unlawful or delinquency charges begins to accrue thereon or any non-if the payment thereof would result in constitute usury or render the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityLoan wholly or partially usurious. If Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient fails to pay all any such Taxes and Other Charges have been deposited with Charges, Lender in accordance with may pay the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxessame, together with all interest costs and penalties thereon, unless at Borrower's expense; provided, however, that if for any reason payment by Borrower has paid or by Lender of any such new or additional Taxes would be unlawful or if the payment thereof would constitute usury or render the Loan wholly or partially usurious, Lender, at Lender's option, may declare the unpaid Loan with all of the Taxes under protestaccrued interest thereon to be immediately due and payable, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as Lender, at Lender's option, may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration pay the amount or portion of such Taxes which otherwise would render the Loan unlawful or usurious, in which event Borrower shall concurrently therewith pay the Escrow Fund available for payment remaining lawful and nonusurious portion or balance of said Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter later levied or assessed or imposed against the Property or any part thereof of it (the "“Taxes")”) not paid from the Escrow Fund, all ground rents, maintenance charges and similar charges, now or hereafter later levied or assessed or imposed against the Property or any part thereof of it (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunderunder them, (v) neither the Property nor any part thereof of it or interest therein in it will be in danger of being sold, forfeited, terminated, cancelled cancelled, or lost, lost and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereonpenalties, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereonpenalties, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all All taxes, assessments, assessments and water rates, and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes") which are payable by Mortgagor under the Lease shall ----- be paid by Mortgagor when due. Mortgagor shall pay all ground rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandMortgaged Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges"), ) which are payable by ------------- Mortgagor under the Lease as the same become due and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon Lender's requestafter same are made available to Mortgagor, tax certificates or receipted tax bills or other evidence satisfactory to Lender of payment issued by the relevant taxing authority evidencing that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and or discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except Mortgaged Property (other than a Permitted Encumbrance), and shall promptly pay for all utility services provided to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquentMortgaged Property. (b) After prior written notice Subject to Lenderthe terms of the Lease, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableMortgagor, 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 TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred and Mortgagor is continuing not in default under the Note, the Credit Agreement, this Security Instrument Mortgage or any of the Other Security Documentsother Loan Document, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (viii) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (viiv) Borrower Mortgagor shall have deposited with Lender paid the Taxes under protest or set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesTaxes or Other Charges, together with all interest and penalties thereon and (v) Mortgagor shall have furnished such security as may be required in the proceeding to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower SPTMRT shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower SPTMRT will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower SPTMRT shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableSPTMRT, at its own expense, may contest or permit to be contested by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the NoteLoan Agreement, this Security Instrument or any of the Other Security Documents, (ii) Borrower SPTMRT is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower SPTMRT and from the Property or Borrower SPTMRT shall have paid or caused to be paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower SPTMRT is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.,

Payment of Taxes, Etc. (a) Borrower Grantor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Trust Property or any part thereof (the "TAXES") and all ground rents, maintenance charges, other governmental impositions, and other chargescharges levied, including assessed or imposed against the Trust Property, including, without limitation limitation, vault charges and license fees (collectively, "OTHER CHARGES") for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Grantor will deliver to LenderGrantee, promptly upon LenderGrantee's request, evidence satisfactory to Lender Grantee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Grantor shall not suffer or permit any lien or charge (including, without limitation, any mechanic's lien) against all or any part of the Trust Property and Grantor shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Trust Property. Except Grantor shall promptly pay for all utility services provided to the extent sums sufficient Trust Property. In addition, Grantee may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Grantor. (b) After prior written notice Notwithstanding the provisions of subsection (a) of this XXXXXXXXX 0, Xxxxxxx shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics' liens) referred to in subsection (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Grantee, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Grantor pays such Taxes, liens or Other Charges as same become due and payable, unless Grantor delivers evidence satisfactory to do so under Grantee that, as a result of Grantor's contest, Grantor's obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Grantor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestGrantor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Grantee shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Trust Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the security title, terminatedlien and security interest created by this Deed or the priority thereof shall be in imminent danger of being impaired, cancelled or lost, and (vi) Borrower Grantor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Grantee's judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Grantor shall have furnished such security as may be reasonably required in the proceeding or as may be requested by Grantee, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Owner shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower Owner will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Owner shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Owner shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableOwner, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower Owner is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower Owner and from the Property or Borrower Owner shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Owner is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower Owner shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant Owner shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund (if any) available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's reasonable request, evidence reasonably satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all All taxes, assessments, assessments and water rates, and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes"") shall be paid when due in the manner provided in ----- paragraph 6 of this Mortgage. Mortgagor shall pay all ground rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandMortgaged Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges"), ) as the same become due and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor ------------- will deliver to LenderMortgagee, promptly upon LenderMortgagee's request, tax certificates or receipted tax bills issued by the relevant taxing authority or other evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and or discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property, and shall promptly pay for all utility services provided to the Mortgaged Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender paid Mortgagee or its designee receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableMortgagor, 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 TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred and Mortgagor is continuing not in default under the Note, this Security Instrument Mortgage or any of the Other Security Documentsother Loan Document, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (viii) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (viiv) Borrower Mortgagor shall have deposited with Lender paid the Taxes under protest or set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesTaxes or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant thereon and (v) Mortgagor shall have furnished the such security as may be required in the proceeding, or as may be reasonably requested by Lender Mortgagee to insure the payment of any contested Taxessuch Taxes or Other Charges, together with all interest and penalties thereon. (c) Upon demand by Mortgagee, taking into consideration Mortgagor, at Mortgagor's sole cost and expense, shall contest any increase in any assessment for the amount Mortgaged Property with respect to Taxes or Other Charges or seek a reduction in such assessment in the Escrow Fund available event of a casualty, condemnation or other event which could result in a reduction of the assessment with respect to Taxes or Other Charges for the Mortgaged Property by instituting, or causing to be instituted, a proceeding to reduce such assessment, conducted in accordance with the recognized procedure therefore (a "Tax Appeal"). If, after demand by Mortgagee, ---------- Mortgagor shall fail to commence a Tax Appeal, Mortgagee shall be entitled, at its option, to commence, appear in and prosecute any Tax Appeal either in its own name or in the name of Mortgagor, for which Mortgagee is hereby appointed as attorney-in-fact for Mortgagor, which appointment, being for security and coupled with an interest, is irrevocable. If no Event of Default under this Mortgage or any other Loan Document shall have occurred and be continuing, Mortgagor shall be entitled to participate with Mortgagee in the settlement or compromise of any claim in connection with any such Tax Appeal. Upon the occurrence of an Event of Default and the continuance thereof, Mortgagee shall be entitled to make any compromise or settlement in connection with any such Tax Appeal without the participation of Mortgagor. All such refunds, compensation, awards, damages, rights of action and proceeds awarded to Xxxxxxxxx, less the reasonable costs and expenses incurred by Xxxxxxxxx in prosecuting such Tax Appeal (the "Refund Proceeds") are hereby assigned to --------------- Mortgagee as additional security for the payment of TaxesTaxes and Other Charges as they become due. Upon the occurrence of an Event of Default and the continuance thereof, Mortgagee shall be entitled to apply the Refund Proceeds to the repayment of the Debt in such order and in such amount as Mortgagee may determine. If there are any excess Refund Proceeds after repayment of the Debt, Mortgagee shall pay such excess Refund Proceeds to Mortgagor.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all All taxes, assessments, assessments and water rates, and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "TAXES") and all premiums relative to the Policies of insurance required under paragraph 3 above shall be paid when due in the manner provided in paragraph 4 of this Mortgage. Mortgagor shall pay all rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes the Property and similar areas any adjoining the Landareas, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "TaxesOTHER CHARGES"), all ground rents, maintenance charges ) as the same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon LenderMortgagee's request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and or discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property, and shall promptly pay for all utility services provided to the Mortgaged Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender paid Mortgagee or its designee receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableMortgagor, 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 TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred and Mortgagor is continuing not in default under the Note, Loan Agreement or this Security Instrument or any of the Other Security DocumentsMortgage, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (viii) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (viiv) Borrower Mortgagor shall have deposited with Lender paid the Taxes under protest or set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesTaxes or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant and (v) Mortgagor shall have furnished the such security as may be required in the proceeding, or as may be reasonably requested by Lender Mortgagee to insure the payment of any contested Taxessuch Taxes or Other Charges, together with all interest and penalties thereon. (c) Mortgagee may, taking into consideration at any time and from time to time, at its option, upon ten (10) days' prior, written notice to Mortgagor, require the deposit by Mortgagor at the time of each payment of an installment of interest or principal under the Loan Agreement of an additional amount sufficient to discharge when they become due Mortgagor's obligations for Taxes and insurance premiums under paragraph 4(a) above. The determination of the amount so payable and of the fractional part thereof to be deposited with Mortgagee, so that the aggregate of such deposit shall be sufficient for this purpose, shall be made by Mortgagee in its sole discretion. Such amounts shall be held by Mortgagee without interest to the Escrow Fund available for Mortgagor in an account acceptable to the Mortgagee and applied to the payment of Taxesthe obligations in respect to which such amounts were deposited or, after the occurrence of an Event of Default, at the option of Mortgagee and subject to applicable law, to the payment of the Debt in such order or priority as Mortgagee shall determine, on or before the respective dates on which the same or any of them would become delinquent. If one month prior to the due date of any of the obligations under this subsection (c) the amounts then on deposit therefor shall be insufficient for the payment of such obligations in full, Mortgagor within five (5) days after demand shall deposit the amount of the deficiency with Mortgagee. Nothing herein contained shall be deemed to affect any right or remedy of Mortgagee under the provisions of this Mortgage or of any statute or rule of law to pay any such amount and to add the amount so paid together with interest at the Default Rate to the indebtedness hereby secured.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all All taxes, assessments, assessments and water rates, and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes"") shall be paid when due in the manner provided in ----- paragraph 5 of this Mortgage. Mortgagor shall pay all ground rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandMortgaged Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges"), ) as the same become due and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to Lender------------- Mortgagee, promptly upon LenderMortgagee's request, tax certificates or receipted tax bills issued by the relevant taxing authority or other evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and or discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property, and shall promptly pay for all utility services provided to the Mortgaged Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender paid Mortgagee or its designee receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableMortgagor, 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 TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred and Mortgagor is continuing not in default under the Note, this Security Instrument Mortgage or any of the Other Security Documentsother Loan Document, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (viii) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (viiv) Borrower Mortgagor shall have deposited with Lender paid the Taxes under protest or set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesTaxes or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant thereon and (v) Mortgagor shall have furnished the such security as may be required in the proceeding, or as may be reasonably requested by Lender Mortgagee to insure the payment of any contested Taxessuch Taxes or Other Charges, together with all interest and penalties thereon. (c) Upon demand by Mortgagee, taking into consideration Mortgagor, at Xxxxxxxxx's sole cost and expense, shall contest any increase in any assessment for the amount Mortgaged Property with respect to Taxes or Other Charges or seek a reduction in such assessment in the Escrow Fund available event of a casualty, condemnation or other event which could result in a reduction of the assessment with respect to Taxes or Other Charges for the Mortgaged Property by instituting, or causing to be instituted, a proceeding to reduce such assessment, conducted in accordance with the recognized procedure therefore (a "Tax Appeal"). If, after demand by Mortgagee, Xxxxxxxxx shall fail to commence a ---------- Tax Appeal, Mortgagee shall be entitled, at its option, to commence, appear in and prosecute any Tax Appeal either in its own name or in the name of Mortgagor, for which Mortgagee is hereby appointed as attorney-in-fact for Mortgagor, which appointment, being for security and coupled with an interest, is irrevocable. If no Event of Default under this Mortgage or any other Loan Document shall have occurred and be continuing, Mortgagor shall be entitled to participate with Mortgagee in the settlement or compromise of any claim in connection with any such Tax Appeal. Upon the occurrence of an Event of Default and the continuance thereof, Mortgagee shall be entitled to make any compromise or settlement in connection with any such Tax Appeal without the participation of Mortgagor. All such refunds, compensation, awards, damages, rights of action and proceeds awarded to Xxxxxxxxx, less the reasonable costs and expenses incurred by Xxxxxxxxx in prosecuting such Tax Appeal (the "Refund Proceeds") are hereby --------------- assigned to Mortgagee as additional security for the payment of TaxesTaxes and Other Charges as they become due. Upon the occurrence of an Event of Default and the continuance thereof, Mortgagee shall be entitled to apply the Refund Proceeds to the repayment of the Debt in such order and in such amount as Mortgagee may determine. If there are any excess Refund Proceeds after repayment of the Debt, Mortgagee shall pay such excess Refund Proceeds to Mortgagor.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay by their due date (subject to any applicable grace period during which borrower is not charged interest or cause to be paid penalties) all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges")thereof, and all charges for utility services provided to the Property prior to as same become due and payable (the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority"Other Charges"). Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) . After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay pay, or shall cause Tenant to be paid pay, all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritysame becoming delinquent. Borrower will deliver or cause Tenant to deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish furnish, or cause Tenant to furnish, to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "TAXES") and all ground rents, maintenance charges, other governmental impositions, and other chargescharges levied, including assessed or imposed against the Mortgaged Property, including, without limitation limitation, vault charges and license fees (collectively, "Other Charges") for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon LenderMortgagee's request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Mortgagor shall not suffer or permit any lien or charge (including, without limitation, any mechanic's lien) against all or any part of the Mortgaged Property and Mortgagor shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property. Except Mortgagor shall promptly pay for all utility services provided to the extent sums sufficient Mortgaged Property. In addition, Mortgagee may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquent.be borne by Mortgagor. Loan No. 6518291 (b) After prior written notice Notwithstanding the provisions of subsection (a) of this PARAGRAPH 4, Mortgagor shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics' liens) referred to in subsection (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Mortgagee, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Mortgagor pays such Taxes, liens or Other Charges as same become due and payable, unless Mortgagor delivers evidence satisfactory to do so under Mortgagee that, as a result of Mortgagor's contest, Mortgagor's obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Mortgagor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestMortgagor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Mortgagee shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Mortgaged Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the title, terminatedlien and security interest created by this Mortgage or the priority thereof shall be in imminent danger of being impaired, cancelled or lost, and (vi) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Mortgagee's judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Mortgagor shall have furnished such security as may be reasonably required in the proceeding or as may be requested by Mortgagee, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, the Future Advance Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property at least five (5) days prior to the date on upon which any fine, penalty, interest or delinquency charges begins cost for nonpayment is imposed, and furnish to accrue thereon Lender upon request receipted bills of the appropriate taxing authority or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence other documentation reasonably satisfactory to Lender that evidencing the Taxes, Other Charges and utility service charges have been so paid or are not then delinquentpayment thereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 TaxesTaxes or Other Charges or any claims or judgments of mechanics, materialmen, suppliers or vendors or any lien therefor, as described in Section 3.10, provided that (i) no Event of Default has occurred and is continuing hereunder or under the Note, this Security Instrument or any of the Other Security other Loan Documents, (ii) Borrower is permitted to do not prohibited from doing so under the provisions of any other mortgage, deed of trust agreement affecting either Borrower or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes disputed amount from Borrower and from the Property (and Borrower shall furnish such security as may be required in the proceeding for such purpose), or Borrower shall have paid all of the Taxes disputed amount under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (viv) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxesdisputed amount, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes disputed amount under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower To the extent that the Grantor is obligated to pay the same under the Subject Lease or under applicable law, the Grantor shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, rents and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied or assessed or imposed against the Trust Property or any part thereof and the Premises (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property ) prior to the date on upon which any fine, penalty, interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes cost may be paid in installments added thereto or imposed by law for the nonpayment thereof, and the Grantor shall deliver to the extent permitted by the taxing authority. Borrower will deliver to LenderBeneficiary, promptly upon Lender's request, receipted bills, canceled checks and other evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for Beneficiary evidencing the payment of the Taxes and Other Charges prior to the date upon which any fine, penalty, interest or cost may be added thereto or imposed by law for the same shall become delinquentnonpayment thereof. (b) After prior written notice to Lenderthe Beneficiary, Borrower orin the case of any material item, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableGrantor, 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 default shall have occurred and is shall be continuing under the Note, Note or this Security Instrument or any Deed of the Other Security DocumentsTrust, (ii) Borrower the Grantor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the PropertySubject Lease, (iiiii) such proceeding shall suspend the collection of the contested Taxes from Borrower the Grantor and from the Property or Borrower shall have paid all of the Taxes under protestTrust Property, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower the Grantor or the Trust Property is subject and shall not constitute a default thereunder, (v) neither the Trust Property nor any part thereof or nor any interest therein will in the opinion of the Beneficiary be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower the Grantor shall have deposited set aside in an interest-bearing account with Lender the Beneficiary, and otherwise in a manner satisfactory to the Beneficiary, adequate reserves, a bond, or other reasonable security cash reserves for the payment of the contested Taxes, together with will all interest and penalties thereon, unless Borrower has paid all of or in the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant alternative the Grantor shall have furnished the such security as may be required in the proceeding, or as may otherwise be reasonably requested or required by Lender the Beneficiary to insure the payment of any the contested Taxes, together with all interest and penalties thereon, taking into consideration and, provided further, that if at any time the amount Beneficiary determines, in the Escrow Fund available for its sole and absolute discretion, that payment of Taxesany tax, assessment or other charge shall become necessary to prevent the delivery of a tax deed conveying the Trust Property or any portion thereof because of non-payment of any such sums, then the Grantor shall pay or cause to be paid the sums in sufficient time to prevent the delivery of such tax deed. (c) If a default shall occur under the Note or this Deed of Trust either prior to, or after, initiating said proceeding, the Beneficiary shall have the right to either initiate or continue said proceeding, as the case may be, either in its own name or as agent of the Grantor. The Grantor shall cooperate with the Beneficiary and make available to the Beneficiary upon demand any and all information, and execute any documents or pleadings, which the Beneficiary may reasonably require. The Beneficiary shall then conduct said proceeding in a manner it deems appropriate, and at its own expense, subject to any right of reimbursement from the Grantor in accordance with the provisions of this Deed of Trust.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid ----------------------- all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land and/or the Leased Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rentsrents payable under the Ground Lease (the "Ground Rents"), maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services (other than those specifically billed to, and payable by, tenants) provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence reasonably satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Borrower, upon Lender's request, shall furnish to Lender paid receipts (or, if paid receipts are not available, other evidence reasonably satisfactory to Lender) for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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, act or condition which, with the giving of notice or lapse of time, or both, would constitute an Event of Default (a "Default") or Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do not prohibited from doing so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes") and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees (collectively, "Other Charges") for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon LenderMortgagee's request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Mortgagor shall not suffer or permit any lien or charge (including, without limitation, any mechanic's lien) against all or any part of the Mortgaged Property and Mortgagor shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property. Except Mortgagor shall promptly pay for all utility services provided to the extent sums sufficient Mortgaged Property. In addition, Mortgagee may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Mortgagor. (b) After prior written notice Notwithstanding the provisions of subsection (a) of this Paragraph 4, Mortgagor shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics' liens) referred to in subsection (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Mortgagee, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Mortgagor pays such Taxes, liens or Other Charges as same become due and payable, unless Mortgagor delivers evidence satisfactory to do so under Mortgagee that, as a result of Mortgagor's contest, Mortgagor's obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Mortgagor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestMortgagor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Mortgagee shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Mortgaged Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the lien and security interest created by this Mortgage or the priority thereof shall be in imminent danger of being impaired, terminated, cancelled or lost, and (vi) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Mortgagee's judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Mortgagor shall have furnished such security as may be required in the proceeding or as may be requested by Mortgagee, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's reasonable request, evidence reasonably satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to as same become due and payable provided Borrower shall not be in default hereunder as long as such Taxes and Other Charges are paid on or before the date on which day before such Taxes or Other Charges are deemed delinquent or fees, interest or delinquency other charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritythereon. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty except for such licenses and charges which are not yet due and payable or delinquent. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, if any, (iii) such proceeding shall suspend the collection of the Taxes or Other Charges from Borrower and from the Property or Borrower shall have paid all of the Taxes or Other Charges under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesTaxes or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes or Other Charges under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested TaxesTaxes or Other Charges, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of TaxesTaxes or Other Charges; provided, however, after a Securitization, the amount delivered to Lender shall be equal to one hundred and twenty-five percent (125%) of the contested amount.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritysame becoming delinquent. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever in respect to Taxes and Other Charges which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges, property association charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritytime same become delinquent. Borrower Mortgagor will deliver to Lendereach Mortgagee, promptly upon Lender's Mortgagee’s request, evidence satisfactory to Lender each Mortgagee that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender a Mortgagee in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender each Mortgagee paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay pay, or shall cause Tenant to be paid pay, all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritysame becoming delinquent. Borrower will deliver or cause Tenant to deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish furnish, or cause Tenant to furnish, to Lender paid receipts 119 for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, and other governmental impositions, and other chargesincluding, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) . After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited established appropriate reserves in accordance with Lender adequate reserves, a bond, or other reasonable security for the payment of GAAP in respect to the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Trustor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Trust Property or any part thereof (the "TAXES") and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees (collectively, "OTHER CHARGES") for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Trustor will deliver to LenderBeneficiary, promptly upon LenderBeneficiary's request, evidence satisfactory to Lender Beneficiary that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Trustor shall not suffer or permit any lien or charge (including, without limitation, any mechanic's lien) against all or any part of the Trust Property and Trustor shall promptly cause to be paid and discharged discharged, or bonded over, any lien or charge whatsoever which may be or become a lien or charge against the Trust Property. Except Trustor shall promptly pay for all utility services provided to the extent sums sufficient Trust Property. In addition, Beneficiary may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Trustor. (b) After prior written notice Notwithstanding the provisions of subparagraph (a) of this PARAGRAPH 4, Trustor shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics' liens) referred to in subparagraph (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Beneficiary, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Payment Guaranty, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Trustor pays such Taxes, liens or Other Charges as same become due and payable, unless Trustor delivers evidence satisfactory to do so under Beneficiary that, as a result of Trustor's contest, Trustor's obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Trustor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestTrustor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Beneficiary shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Trust Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the title, terminatedlien and security interest created by this Deed of Trust or the priority thereof shall be in imminent danger of being impaired, cancelled or lost, and (vi) Borrower Trustor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Beneficiary's judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Trustor shall have furnished such security as may be reasonably required in the proceeding or as may be requested by Beneficiary, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the “Taxes”) and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees (collectively, “Other Charges”) for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes")as same, all ground rents, maintenance charges become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower shall not suffer or permit any lien or charge (including, without limitation, any mechanic’s lien) against all or any part of the Mortgaged Property and Borrower shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property. Except Borrower shall promptly pay for all utility services provided to the extent sums sufficient Mortgaged Property. In addition, Lender may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Borrower. (b) After prior written notice to LenderNotwithstanding the provisions of subsection (a) of this Paragraph 3.2, Borrower or, if shall have the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may right to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics’ liens) referred to in subsection (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Lender, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted pays such Taxes, liens or Other Charges as same become due and payable, unless Borrower delivers evidence satisfactory to do so under Lender that, as a result of Borrower’s contest, Borrower’s obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Borrower may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestBorrower, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Lender shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Mortgaged Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the lien and security interest created by this Agreement or the priority thereof shall be in imminent danger of being impaired, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Lender’s judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Borrower shall have furnished such security as may be required in the proceeding or as may be requested by Lender, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all All taxes, assessments, assessments and water rates, and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "TAXES") and all premiums relative to the Policies of insurance required under paragraph 3 above shall be paid when due in the manner provided in paragraph 4 of this Mortgage. Mortgagor shall pay all rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes the Property and similar areas any adjoining the Landareas, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "TaxesOTHER CHARGES"), all ground rents, maintenance charges ) as the same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon LenderMortgagee's request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and or discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property, and shall promptly pay for all utility services provided to the Mortgaged Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender paid Mortgagee or its designee receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon LenderXxxxxx's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the NoteNotes, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall Mortgagor Shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "TAXES") and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees (collectively, "Other Charges") for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon LenderMortgagee's request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Mortgagor shall not suffer or permit any lien or charge (including, without limitation, any mechanic's lien) against all or any part of the Mortgaged Property and Mortgagor shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property. Except Mortgagor shall promptly pay for all utility services provided to the extent sums sufficient Mortgaged Property. In addition, Mortgagee may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Mortgagor. (b) After prior written notice Notwithstanding the provisions of subsection (a) of this Paragraph 4, Mortgagor shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanic's liens) referred to in subsection (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Mortgagee, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Mortgagor pays such Taxes, liens or Other Charges as same become due and payable, unless Mortgagor delivers evidence satisfactory to do so under Mortgagee that, as a result of Mortgagor's contest, Mortgagor's obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Mortgagor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestMortgagor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Mortgagee shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Mortgaged Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the title, terminatedlien and security interest created by this Mortgage or the priority thereof shall be in imminent danger of Loan No. 6518217 being impaired, cancelled or lost, and (vi) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Mortgagee's judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Mortgagor shall have furnished such security as may be reasonably required in the proceeding or as may be requested by Mortgagee, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestTaxes, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes, and (vii) if such Taxes under protesthave not been paid in full, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Subject to Article 3 of the Escrow Agreement, Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritydelinquency. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, . Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, . Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunderhereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the JPMORGAN CHASE BANK payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Subject to the provisions of Section 27 hereof and the applicable provisions of the Loan Agreement, Mortgagor shall pay or cause to be paid all Impositions (including, without limitation, all taxes, assessments, water rates, rates and sewer rents, governmental impositions) now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof, and other all ground rents, maintenance charges, including other governmental impositions and other charges (including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land), now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges"), as the same become due and all charges for utility services provided payable. Subject to the Property prior to terms of the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penaltiesLoan Agreement, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower Mortgagor will deliver to Lender, promptly upon Lender's request, Mortgagee evidence satisfactory to Lender Mortgagee that the Taxes, Impositions and Other Charges and utility service charges have been so paid or are not then delinquentdelinquent no later than thirty (30) days following the date on which the Impositions and/or Other Charges would otherwise be delinquent if not paid. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever (other than Permitted Encumbrances) which may be or become a lien or charge against the Mortgaged Property. Except , and shall promptly pay for all utility services provided to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquentMortgaged Property. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower Mortgagor will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableMortgagor, 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 the Note, the Loan Agreement, this Security Instrument or any of the Other Security Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower Mortgagor has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant and (vii) Mortgagor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are arc not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all All taxes, assessments, assessments and water rates, and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes") shall be paid by Mortgagor when due. Mortgagor shall ----- pay all ground rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandMortgaged Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges"), ) as the same become due and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower ------------- Mortgagor will deliver to LenderMortgagee, promptly upon Lender's requestafter same are made available to Mortgagor, tax certificates or receipted tax bills or other evidence satisfactory to Lender of payment issued by the relevant taxing authority evidencing that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and or discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except Mortgaged Property (other than a Permitted Encumbrance), and shall promptly pay for all utility services provided to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquentMortgaged Property. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableMortgagor, 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 TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred and Mortgagor is continuing not in default under the Note, the Credit Agreement, this Security Instrument Mortgage or any of the Other Security Documentsother Loan Document, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (viii) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (viiv) Borrower Mortgagor shall have deposited with Lender paid the Taxes under protest or set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesTaxes or Other Charges, together with all interest and penalties thereon and (v) Mortgagor shall have furnished such security as may be required in the proceeding to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all insurance premiums, ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritytime same become delinquent. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice . If Borrower fails to Lenderpay any item required to be paid hereunder, Borrower orLender may advance the same and charge amounts so paid to Borrower, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and interest thereon from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding date paid. Such sums shall be permitted under payable on demand and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxessecured hereby.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rentsrents payable under the Ground Lease, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, rents and other governmental impositions, and other chargesincluding, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes") not paid from the Escrow Fund (defined in Section 4.5), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to LenderTrustee/Collateral Agent, promptly upon LenderTrustee/Collateral Agent's request, evidence satisfactory to Lender Trustee/Collateral Agent that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender Trustee/Collateral Agent in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender Trustee/Collateral Agent paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to LenderTrustee/Collateral Agent, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, the Indenture, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument material document to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, lost and (vi) Borrower shall have deposited with Lender Trustee/Collateral Agent adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Trustee/Collateral Agent (it is understood that Trustee/Collateral Agent is under no obligation to make such request) to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower The Grantor shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, rents and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied or assessed or imposed against the Trust Property or any part thereof and the Premises (the "“Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property ”) prior to the date on upon which any fine, penalty, interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes cost may be paid in installments added thereto or imposed by law for the nonpayment thereof, and the Grantor shall deliver to the extent permitted by the taxing authority. Borrower will deliver to LenderBeneficiary, promptly upon Lender's request, receipted bills, canceled checks and other evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for Beneficiary evidencing the payment of the Taxes and Other Charges prior to the date upon which any fine, penalty, interest or cost may be added thereto or imposed by law for the same shall become delinquentnonpayment thereof. (b) After prior written notice to Lenderthe Beneficiary, Borrower orin the case of any material item, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableGrantor, 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 default shall have occurred and is shall be continuing under the Note, Guaranty or this Security Instrument or any Deed of the Other Security DocumentsTrust, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the contested Taxes from Borrower the Grantor and from the Property or Borrower shall have paid all of the Taxes under protestTrust Property, (iviii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower the Grantor or the Trust Property is subject and shall not constitute a default thereunder, (viv) neither the Trust Property nor any part thereof or nor any interest therein will in the opinion of the Beneficiary be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (viv) Borrower the Grantor shall have deposited set aside in an interest-bearing account with Lender the Beneficiary, and otherwise in a manner satisfactory to the Beneficiary, adequate reserves, a bond, or other reasonable security cash reserves for the payment of the contested Taxes, together with will all interest and penalties thereon, unless Borrower has paid all of or in the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant alternative the Grantor shall have furnished the such security as may be required in the proceeding, or as may otherwise be reasonably requested or required by Lender the Beneficiary to insure the payment of any the contested Taxes, together with all interest and penalties thereon, taking into consideration and, provided further, that if at any time the amount Beneficiary determines, in the Escrow Fund available for its sole and absolute discretion, that payment of Taxesany tax, assessment or other charge shall become necessary to prevent the delivery of a tax deed conveying the Trust Property or any portion thereof because of non-payment of any such sums, then the Grantor shall pay or cause to be paid the sums in sufficient time to prevent the delivery of such tax deed. (c) If a default shall occur under the Guaranty or this Deed of Trust either prior to, or after, initiating said proceeding, the Beneficiary shall have the right to either initiate or continue said proceeding, as the case may be, either in its own name or as agent of the Grantor. The Grantor shall cooperate with the Beneficiary and make available to the Beneficiary upon demand any and all information, and execute any documents or pleadings, which the Beneficiary may reasonably require. The Beneficiary shall then conduct said proceeding in a manner it deems appropriate, and at its own expense, subject to any right of reimbursement from the Grantor in accordance with the provisions of this Deed of Trust.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security InstrumentInstrument and/or the Lockbox Agreement, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice . If any Taxes or Other Charges are not paid as herein provided or pursuant to Lenderthe Lockbox Agreement, Lender shall have the right to pay the same, together with any penalty and interest thereon, and the amount or amounts so paid or advanced shall forthwith be payable by Borrower orto Lender and shall be secured by the lien of this Security Instrument; provided, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effecthowever, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, that Borrower may contest by appropriate legal proceeding, promptly initiated and conducted in good faith contest, at Borrower's own cost and with due diligenceexpenses, by proper legal proceedings, the amount or validity or application in whole or in part amount of any of Taxes or Other Charges, on the Taxescondition that Borrower first shall, provided that (i) no Event of Default has occurred and unless the contested amount is continuing under the Notepaid in full when due despite such contest, this Security Instrument or any of the Other Security Documentsdeposit with Lender, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable as security for the payment of such contested item, an amount equal to the Taxescontested item plus all penalties and interest which would be payable if Borrower is ultimately required to pay such contested item, together with all interest and penalties thereon, unless Borrower has paid all on the further condition that no amount so contested may remain unpaid for such length of time as shall permit the Taxes under protestProperty, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may lien thereon created by the item being contested, to be required in sold for the proceedingnonpayment thereof, or as may shall permit an action, either of foreclosure or otherwise, to be reasonably requested commenced by Lender the holder of any such lien, or as shall permit the Property to insure be otherwise in danger of sale, forfeiture or loss by reason of such proceedings. Borrower will not claim any credit on, or make any deduction from the Debt by reason of the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of TaxesTaxes or Other Charges.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all --------------------- taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result as same become due and payable, in the application of any penalties, provided however that taxes may be paid in installments each case to the extent permitted payable by the taxing authorityBorrower directly. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and such utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty (other than a Permitted Encumbrance). Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower orin the case of any material item, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 exists under the Note, this Security Instrument or any of the Other Security DocumentsCredit Agreement, (ii) Borrower is permitted to do so under the provisions of any other mortgagethe Ground Lease, deed of trust or deed to secure debt affecting the Propertyif applicable, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestProperty, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such proceeding, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless and (vii) Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the such security as may be required in the proceeding, or as may be reasonably requested by Lender proceeding to insure the payment of any contested such Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositionsPay and discharge, and other charges, including without limitation vault charges and license fees for the use cause each of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient its Subsidiaries to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrumentdischarge, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date before the same shall become delinquent. , (bi) After prior written notice to Lenderall taxes, Borrower orassessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the PETsMART Lease Parent Guarantor nor any of its Subsidiaries shall be required to pay or an Acceptable Replacement Lease discharge any such tax, assessment, charge or claim that is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors. Compliance with due diligenceEnvironmental Laws. Comply, the amount and cause each of its Subsidiaries and all lessees and other Persons operating or validity occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew, and cause each of its Subsidiaries to obtain and renew, all Environmental Permits necessary for its operations and properties; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or application in whole or in part of other action necessary to remove, mitigate and clean up all Hazardous Materials from any of the Taxesits properties, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions requirements of any other instrument all Environmental Laws, except if the failure to which Borrower remove or clean up such Hazardous Materials is subject and shall not constitute reasonably likely to have a default thereunderMaterial Adverse Effect; provided, (v) however, that neither the Property Parent Guarantor nor any part thereof of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or interest therein will be other action to the extent that its obligation to do so is being contested in danger good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances. Maintenance of being sold, forfeited, terminated, cancelled or lostInsurance. Maintain, and (vi) Borrower shall have deposited cause each of its Subsidiaries to maintain, insurance with Lender adequate reserves, a bond, responsible and reputable insurance companies or other reasonable security for the payment of the Taxes, together with all interest associations in such amounts and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security covering such risks as may be required is usually carried by companies engaged in similar businesses and owning similar properties in the proceeding, same general areas in which the Parent Guarantor or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxessuch Subsidiary operates.

Payment of Taxes, Etc. (a) Borrower shall, or shall cause the Property Owner to, promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the respective Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the respective Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will, or will cause Property Owner to, deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause Property Owner to be paid pay and discharged discharge any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security InstrumentAgreement, Borrower shall, or shall cause Property Owner to, furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender. Notwithstanding the foregoing, Borrower orshall have the right to contest the validity, if applicability or amount, in whole or in part, of Taxes, Other Charges and utility service charges pursuant to the PETsMART Lease terms of the First Security Instrument. Notwithstanding anything herein to the contrary, if, and for so long as, Borrower is not in default pursuant to any of the Loan Documents, Borrower shall have the right to contest the amount or an Acceptable Replacement Lease is the validity, in full force whole or in part, of any Taxes and effectOther Charges (as hereinafter defined), PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and proceedings diligently conducted in good faith and with due diligence, the amount without cost 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) expense to Lender. Provided Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance compliance with the provisions of any other instrument the next sentence, Borrower may postpone or defer payment of such Taxes and Other Charges if Borrower, on or before the due date thereof, shall (1) deposit or cause to which Borrower is subject be deposited with Lender a surety bond issued by a surety company of recognized responsibility acceptable to Lender, guaranteeing and shall not constitute a default thereundersecuring the payment in full of such Taxes and/or Other Charges, as applicable, pending the determination of such contest, (v2) neither deposit or cause to be deposited with Lender an amount equal to one hundred (100%) percent of such Taxes and Other Charges, as applicable, or any balance thereof remaining unpaid, and from time to time, but not more frequently than quarterly, deposit amounts in order to keep on deposit at all such times an amount equal to one hundred (100%) percent of the Property nor Taxes and Other Charges, as applicable, remaining unpaid, or (3) furnish or cause to be furnished to Lender other security reasonably satisfactory to Lender. If such deposit is made or such security furnished and Borrower continues in good faith to contest the validity of such Taxes and Other Charges by appropriate legal proceedings which shall operate to prevent the collection of such Taxes and Other Charges so contested, the imposition of interest, fines or other penalties with respect to such Taxes and Other Charges and the sale of the Collateral or any part thereof or interest therein will be in danger of being soldto satisfy such Taxes and Other Charges, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reservesno obligation to pay such Taxes and Other Charges until such time as it has been finally determined to be a valid, a bonddue and payable Taxes and Other Charges. Upon termination of any such proceeding, or other reasonable security at any earlier time that Borrower shall have been adjudicated liable for the payment of such Taxes and Other Charges, Borrower shall pay in full the Taxesamount of any such Taxes and Other Charges or part thereof as shall have been finally determined in such proceeding, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant liabilities in connection therewith. Lender shall have furnished the security as full power and authority to apply or require the application of any amounts that may be required in the proceeding, or as may be reasonably requested by Lender have been deposited pursuant to insure the this Section 4.5 to payment of any contested Taxesunpaid Taxes and Other Charges. However, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.Lender shall not have any liability for

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all real and personal property taxes, assessments, water rates, sewer rents, governmental impositions, rents and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied levied, imposed or assessed or imposed against the Property or any part thereof Premises and Improvements (collectively, the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property ) prior to the date on upon which any fine, penalty, interest or delinquency charges begins to accrue thereon cost may be added thereto or any non-payment thereof would result imposed by law for the nonpayment thereof, and, in the application absence of any penaltiessuch timely payment, provided however that taxes may Lender in its sole discretion, may, but shall not be paid obligated to, pay same (all such payments to be secured hereby in installments to the extent permitted by the taxing authorityaccordance with Section 2.7 hereof), and Xxxxxxxx shall reimburse Lender upon demand for such expenditures. Borrower will shall deliver to LenderXxxxxx, promptly upon Lender's requestwithin thirty (30) days of payment, receipts bills, canceled checks and other evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for evidencing the payment of the real property taxes and assessments (excluding those paid by Xxxxxx), and upon written request of Lender shall evidence payment of all other Taxes and Other Charges prior to the date upon which any fine, penalty, interest or cost may be added thereto or imposed by law for the same shall become delinquentnonpayment thereof. (b) After prior written notice to Lender, Borrower orin the case of any material item, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 then exists under the Note, Note or this Security Instrument or any of the Other Security DocumentsInstrument, (ii) Borrower is permitted to do so under the provisions of any other mortgage, mortgage or deed of trust or deed superior in lien to secure debt affecting the PropertyMortgage and under the provisions of the any ground lease encumbered hereby, if any, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestMortgaged Property, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Mortgaged Property is subject and shall not constitute a default thereunder, (v) neither the Mortgaged Property nor any part thereof or interest therein will in the opinion of Lender be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless and (vii) Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the such security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx to insure the timely payment of any contested such Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "TAXES") and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees (collectively, "Other Charges") for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon LenderMortgagee's request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Mortgagor shall not suffer or permit any lien or charge (including, without limitation, any mechanic's lien) against all or any part of the Mortgaged Property and Mortgagor shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property. Except Mortgagor shall promptly pay for all utility services provided to the extent sums sufficient Mortgaged Property. In addition, Mortgagee may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Mortgagor. (b) After prior written notice Notwithstanding the provisions of subsection (a) of this PARAGRAPH 4, Mortgagor shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics' liens) referred to in subsection (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Mortgagee, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Mortgagor pays such Taxes, liens or Other Charges as same become due and payable, unless Mortgagor delivers evidence satisfactory to do so under Mortgagee that, as a result of Mortgagor's contest, Mortgagor's obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Mortgagor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestMortgagor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Mortgagee shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Mortgaged Property shall be in Loan No. 3212525 imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the liens of this Mortgage or the priority thereof shall be in imminent danger of being impaired, terminated, cancelled or lost, and (vi) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Mortgagee's judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Mortgagor shall have furnished such security as may be required in the proceeding or as may be requested by Mortgagee, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged of record (or bonded and discharged of record) any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do not restricted from doing so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes or Other Charges, as applicable, from Borrower and from the Property or Borrower shall have paid all of the Taxes or Other Charges, as applicable, under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesTaxes or Other Charges, as applicable, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes or Other Charges, as applicable, under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested TaxesTaxes or Other Charges, as applicable, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, and other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result as same become due and payable, unless contested in the application of any penalties, good faith as provided however that taxes may be paid in installments to the extent permitted by the taxing authoritysubparagraph (b) below. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited established appropriate reserves in accordance with Lender adequate reserves, a bond, or other reasonable security for the payment of GAAP in respect to the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower Mortgagor will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableMortgagor, 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 the Note, the Loan Agreement, this Security Instrument or any of the Other Security Documents, (ii) Borrower Mortgagor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower Mortgagor and from the Property or Borrower Mortgagor shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Mortgagor is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower Mortgagor has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant and (vii) Mortgagor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins begin to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Fleming Lease or an Acceptable Replacement Lease is in full force and effectanx xxxxxt, PETsMART Fleming or an Acceptable Replacement Tenant, as applicable, at its own expenseoxx xxxxnse, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART Fleming or an Acceptable Replacement Tenant shall have furnished the security xxxxxxty as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges now and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property as same become due and payable. Borrower shall furnish Lender with receipts or tax statements marked “Paid” to evidence the payment of all Taxes or Other Charges on or before ten (10) days prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then such become delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged by bond or otherwise any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 (i1) no Event of Default has occurred and is continuing under the Note, this Security Instrument Mortgage or any of the Other Security Documents, (ii2) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv3) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v4) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi5) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (6) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for the payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Trustor shall pay or cause to be paid all taxes, assessments, water ratesrates and sewer rates and assessments, sewer now or hereafter levied or assessed or imposed against the Folsom Trust Property or any part thereof (the "Taxes") and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees (collectively, "Other Charges") for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Trustor will deliver to LenderBeneficiary, promptly upon LenderBeneficiary's request, evidence satisfactory to Lender Beneficiary that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Trustor shall not suffer or permit any lien or charge (including, without limitation, any mechanic's lien) against all or any part of the Folsom Trust Property and Trustor shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Folsom Trust Property. Except Trustor shall promptly pay for all utility services provided to the extent sums sufficient Folsom Trust Property. In addition, Beneficiary may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Trustor. (b) After prior written notice Notwithstanding the provisions of subparagraph (a) of this Paragraph 4, Trustor shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics' liens) referred to in subparagraph (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Beneficiary, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Trustor pays such Taxes, liens or Other Charges as same become due and payable, unless Trustor delivers evidence satisfactory to do so under Beneficiary that, as a result of Trustor's contest, Trustor's obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Trustor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestTrustor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Beneficiary shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Folsom Trust Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the title, terminatedlien and security interest created by this Deed of Trust or the priority thereof shall be in imminent danger of being impaired, cancelled or lost, and (vi) Borrower Trustor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Beneficiary's judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Trustor shall have furnished such security as may be required in the proceeding or as may be requested by Beneficiary, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against against-the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon LenderXxxxxx's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall shall-not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower Xxxxxxxx has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Xxxxxx to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 TaxesTaxes or the Other Charges, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes or Other Charges from Borrower and from the Property or Borrower shall have paid all of the Taxes or Other Charges under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the TaxesTaxes or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes or Other Charges under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.furnished

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, governmental now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes") and all ground rents, maintenance charges, other impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges"), ) as the same become due and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to Lender, promptly upon Lender's request, Mortgagee receipts for payment or other evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquentdelinquent no later than thirty (30) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property, and shall promptly pay for all utility services provided to the Mortgaged Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender paid Mortgagee receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent. delinquent (b) After prior written notice provided, however, that Mortgagor is not required to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) furnish such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available receipts for payment of TaxesTaxes in the event that such Taxes have been paid by Mortgagee pursuant to Paragraph 5 hereof).

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property (the “Utility Charges”) prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritysame becoming delinquent. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence reasonably satisfactory to Lender that the Taxes, Other Charges and utility service charges Utility Charges have been so paid or are not then delinquent. Subject to Borrower’s right to contest such liens and charges as provided in Section 3.4(b) below, other than any Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes Taxes, Other Charges and Other Utility Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes Taxes, Other Charges and Other Utility Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 TaxesTaxes or other Charges, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the PropertyPermitted Encumbrances (defined below) and shall be conducted in accordance with all Applicable Laws, (iii) such proceeding shall suspend the collection of the Taxes or Other Charges from Borrower and from the Property or Borrower shall have paid all of the Taxes or other Charges under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger (as determined by Lender) of being sold, forfeited, terminated, cancelled or lost, lost while the Taxes or Other Charges are being contested and such contest shall not jeopardize or impair the operation of the Property and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes or Other Charges under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or and as may be reasonably requested required by Lender to be deposited with Lender to insure the payment of any contested TaxesTaxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, taking into consideration the amount in the Escrow Fund available for payment judgment of TaxesLender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the lien of this Security Instrument being primed by any related lien or the Property shall be in danger of being materially or adversely impaired.

Payment of Taxes, Etc. (a) Borrower and/or Grantor shall pay pay, directly or cause through Beneficiary pursuant to be paid the Escrow Agreement for Reserves and Impounds, all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Grantor and Borrower will deliver to LenderBeneficiary, promptly upon Lender's Beneficiary’s request, evidence satisfactory to Lender Beneficiary that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Grantor and Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender Beneficiary in accordance with the terms of that certain Escrow Agreement for Reserves and Impounds dated of even date herewith or this Security Instrument, Grantor and/or Borrower shall furnish to Lender Beneficiary paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to LenderBeneficiary, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableGrantor and/or Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower Grantor is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower Grantor and from the Property or Grantor and/or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is and Grantor are subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Grantor shall have or Borrower shall have caused Grantor to set aside and deposited with Lender Beneficiary adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant Grantor shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender Beneficiary to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Subject to the provisions of Sections 3.4(b) and 3.5 hereof, Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, assessments, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritysame becoming delinquent. Borrower will deliver to Lender, promptly upon Lender's ’s written request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty arising out of such Taxes, Other Charges and utility service charges. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender Lender, promptly upon Lender’s written request, paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquentCharges. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender proceeding to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Subject to the provisions of Section 3.4(b) and 3.5 hereof, Borrower shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty other than Permitted Exceptions. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Grantor shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, rents and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied or assessed or imposed against the Trust Property or any part thereof (hereinafter referred to as the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property ) prior to the date on upon which any fine, penalty, interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes cost may be paid in installments to added thereto or imposed by law for the extent permitted by the taxing authoritynonpayment thereof. Borrower will Grantor shall deliver to LenderBeneficiary, promptly upon Lender's request, receipted bills, cancelled checks and other evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for Beneficiary evidencing the payment of the Taxes and Other Charges prior to the date upon which any fine, penalty, interest or cost may be added thereto or imposed by law for the same nonpayment thereof. Beneficiary shall become delinquent. (b) have the right in its discretion to maintain a tax services contract with respect to the Trust Property with a tax reporting agency satisfactory to Beneficiary. Grantor shall reimburse Beneficiary upon demand for the cost of maintaining such tax service contract during the term of this Deed of Trust, provided that in no event will Grantor be obligated to pay more than $500 per annum in respect of such tax services contract. After prior written notice to LenderBeneficiary, Borrower orin the case of any material item, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableGrantor, 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 default shall have occurred and is shall be continuing under the NoteNotes, this Security Instrument Deed of Trust or any of the Other Security other Loan Documents, (ii) Borrower Grantor is permitted to do so under the provisions of any other mortgage, mortgage or deed of trust or deed superior in lien to secure debt affecting the Propertythis Deed of Trust, (iii) such proceeding shall suspend the collection of the contested Taxes from Borrower Grantor and from the Property or Borrower shall have paid all of the Taxes under protestTrust Property, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.to

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins begin to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Foster Wheeler Lease or an Acceptable Replacement Lease is in full force ix xx xxxx xxxxe and effect, PETsMART Foster Wheeler or an Acceptable Replacement Tenant, as applicableapxxxxxxxx, at its xx xts own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART Foster Wheeler or an Acceptable Replacement Tenant shall have furnished xxxx xxxxxxxxx the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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, act or condition which, with the giving of notice or lapse of time, or both, would constitute an Event of Default (a"Default") or Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Taxes"”), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "“Other Charges"”), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's ’s request, evidence reasonably satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and paid, discharged or bonded any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts receipts, if available, for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender proceeding to insure the payment of any contested Taxes, together with all interest and penalties thereon. (c) Borrower shall pay or cause to be paid to Lender on the days that monthly installments of interest are payable under the Note, taking into consideration until the Note is paid in full, a sum (hereinafter referred to as the “Funds”) equal to one-twelfth (1/12) of the following items (hereinafter collectively referred to as the “Impositions”): the yearly real estate taxes. The Impositions shall be reasonably estimated initially and from time to time by Lender on the basis of assessments and bills and estimates thereof. The Funds shall be held by Lender, free of interest and free of any liens or claims on the part of creditors of Borrower and as part of the security for the Obligations. The Funds may be commingled with the general funds of Lender. Lender shall apply the Funds to pay the Impositions with respect to which the Funds were paid to the extent of the Funds then held by Lender and provided Borrower has delivered to Lender the assessments or bills therefor. The Funds are pledged as additional security for the Obligations, and may be applied, at Mortgagee’s option and without notice to Borrower, to the payment of the Obligations upon the occurrence of any Event of Default hereunder. If at any time the amount of the Funds held by Lender shall be less than the amount deemed necessary by Lender to pay Impositions as such become due, Borrower shall pay to Lender any amount necessary to make up the deficiency within five (5) days after notice from Mortgagee to Borrower requesting payment thereof. Upon payment in full of the Obligations, Lender shall promptly refund to Borrower any Funds held by Lender. Borrower shall pay all Impositions in accordance with this Security Instrument, and all other charges, if any, attributable to the Property. Borrower shall furnish to Lender all bills and notices of amounts due as soon as received, and in the Escrow Fund available for event Borrower shall make payment directly, Borrower shall furnish to Lender receipts evidencing such payments have been made when due within ten (10) days after the dates on which such payments are due, unless applied by Lender to the extent of TaxesFunds then held by Mortgagee as more particularly provided in this Section. Borrower shall within thirty (30) days after Borrower becomes aware of any discharge (by bonding, payment or otherwise) any lien filed against the Property and will keep and maintain the Property free from the claims of all persons supplying labor or materials to the Property.

Payment of Taxes, Etc. (a) Borrower The Grantor shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, rents and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied or assessed or imposed against the Trust Property or any part thereof and the Premises (the "“Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property ”) prior to the date on upon which any fine, penalty, interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes cost may be paid in installments added thereto or imposed by law for the nonpayment thereof, and the Grantor shall deliver to the extent permitted by the taxing authority. Borrower will deliver to LenderBeneficiary, promptly upon Lender's request, receipted bills, canceled checks and other evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for Beneficiary evidencing the payment of the Taxes and Other Charges prior to the date upon which any fine, penalty, interest or cost may be added thereto or imposed by law for the same shall become delinquentnonpayment thereof. (b) After prior written notice to Lenderthe Beneficiary, Borrower orin the case of any material item, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableGrantor, 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 default shall have occurred and is shall be continuing under the NoteGuaranty, the Loan Agreement or this Security Instrument or any Deed of the Other Security DocumentsTrust, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the contested Taxes from Borrower the Grantor and from the Property or Borrower shall have paid all of the Taxes under protestTrust Property, (iviii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower the Grantor or the Trust Property is subject and shall not constitute a default thereunder, (viv) neither the Trust Property nor any part thereof or nor any interest therein will in the opinion of the Beneficiary be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (viv) Borrower the Grantor shall have deposited set aside in an interest-bearing account with Lender the Beneficiary, and otherwise in a manner satisfactory to the Beneficiary, adequate reserves, a bond, or other reasonable security cash reserves for the payment of the contested Taxes, together with will all interest and penalties thereon, unless Borrower has paid all of or in the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant alternative the Grantor shall have furnished the such security as may be required in the proceeding, or as may otherwise be reasonably requested or required by Lender the Beneficiary to insure the payment of any the contested Taxes, together with all interest and penalties thereon, taking into consideration and, provided further, that if at any time the amount Beneficiary determines, in the Escrow Fund available for its sole and absolute discretion, that payment of Taxesany tax, assessment or other charge shall become necessary to prevent the delivery of a tax deed conveying the Trust Property or any portion thereof because of non-payment of any such sums, then the Grantor shall pay or cause to be paid the sums in sufficient time to prevent the delivery of such tax deed. (c) If a default shall occur under the Guaranty, the Loan Agreement or this Deed of Trust either prior to, or after, initiating said proceeding, the Beneficiary shall have the right to either initiate or continue said proceeding, as the case may be, either in its own name or as agent of the Grantor. The Grantor shall cooperate with the Beneficiary and make available to the Beneficiary upon demand any and all information, and execute any documents or pleadings, which the Beneficiary may reasonably require. The Beneficiary shall then conduct said proceeding in a manner it deems appropriate, and at its own expense, subject to any right of reimbursement from the Grantor in accordance with the provisions of this Deed of Trust.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will shall deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges Charges, and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt Debt affecting the PropertyProperty (it not being implied by this clause that any such encumbrance will be permitted), (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "TAXES") and all ground rents, maintenance charges, other governmental impositions, and other chargescharges levied, including assessed or imposed against the Mortgaged Property, including, without limitation limitation, vault charges and license fees (collectively, "Other Charges") for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon LenderMortgagee's request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Mortgagor shall not suffer or permit any lien or charge (including, without limitation, any mechanic's lien) against all or any part of the Mortgaged Property and Mortgagor shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property. Except Mortgagor shall promptly pay for all utility services provided to the extent sums sufficient Mortgaged Property. In addition, Mortgagee may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Mortgagor. (b) After prior written notice Notwithstanding the provisions of subsection (a) of this PARAGRAPH 4, Mortgagor shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics' liens) referred to in subsection (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Mortgagee, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Mortgagor pays such Taxes, liens or Other Charges as same become due and payable, unless Mortgagor delivers evidence satisfactory to do so under Mortgagee that, as a result of Mortgagor's contest, Mortgagor's obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Mortgagor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental - 11 - Loan No. 6518370 authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestMortgagor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Mortgagee shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Mortgaged Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the title, terminatedlien and security interest created by this Mortgage or the priority thereof shall be in imminent danger of being impaired, cancelled or lost, and (vi) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Mortgagee's judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Mortgagor shall have furnished such security as may be reasonably required in the proceeding or as may be requested by Mortgagee, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Subject to the provisions of Section 3.4(b) below, Borrower shall promptly pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, sums now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged of record (or bonded and discharged of record) any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquentany interest, penalties or additional fees are due in connection with any non-payment of such Taxes and Other Charges. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do not restricted from doing so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes or Other Charges, as applicable, from Borrower and from the Property or Borrower shall have paid all of the Taxes or Other Charges, as applicable, under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in any imminent danger of being sold, forfeited, terminated, cancelled or lost, and (vilost and,(vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender (but without duplication of amounts paid pursuant to clause (iii) above), to insure the payment of any contested TaxesTaxes or Other Charges, as applicable, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower SPTBROOK shall pay or cause to be paid by their due date all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower SPTBROOK will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower SPTBROOK shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableSPTBROOK, at its own expense, may contest or permit to be contested by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the NoteLoan Agreement, this Security Instrument or any of the Other Security Documents, (ii) Borrower SPTBROOK is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower SPTBROOK and from the Property or Borrower SPTBROOK shall have paid or caused to be paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower SPTBROOK is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower SPTBROOK shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower SPTBROOK has paid or caused to be paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant and (vii) SPTBROOK shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon. Anything in this Section 3.4(b) to the contrary notwithstanding, taking into consideration during the amount term of the Brookdale Master Lease and so long as the Brookdale Master Lease is in full force and effect, the Escrow Fund available for payment Brookdale Master Tenant shall have the right to contest Taxes pursuant to and in full compliance with Section 3.1.3 and Article 8 of Taxesthe Brookdale Master Lease, and in case of any such contest, SPTBROOK shall not be required to comply with the provisions of this Section 3.4(b); provided that SPTBROOK shall cause the Brookdale Master Tenant to comply with the provisions of Section 3.1.3 and Article 8 of the Brookdale Master Lease in any such contest.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the “Taxes“) and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees (collectively, “Other Charges“) for the use of vaults, chutes and similar areas adjoining the LandReal Property, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges as same become due and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon Lender's Mortgagee’s request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or and are not then delinquent. Borrower Mortgagor shall not suffer or permit any lien or charge (including, without limitation, any mechanic’s lien) against all or any part of the Mortgaged Property and Mortgagor shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property. Except Mortgagor shall promptly pay for all utility services provided to the extent sums sufficient Mortgaged Property. In addition, Mortgagee may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same cost of which shall become delinquentbe borne by Mortgagor. (b) After prior written notice Notwithstanding the provisions of subparagraph (a) of this Paragraph 4, Mortgagor shall have the right to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or Other Charges (including, without limitation, tax liens and mechanics’ liens) referred to in subparagraph (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Mortgagee, provided that (i) no Event of Default or event that, with the passage of time or giving of notice or both, would constitute a default hereunder, under the Note or other Loan Documents has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documentscontinuing, (ii) Borrower is permitted Mortgagor pays such Taxes, liens or Other Charges as same become due and payable, unless Mortgagor delivers evidence satisfactory to do so under Mortgagee that, as a result of Mortgagor’s contest, Mortgagor’s obligation to pay such Taxes, liens or Other Charges has been deferred by the provisions appropriate governmental authority, in which event, Mortgagor may defer such payment of any other mortgagesuch Taxes, deed of trust liens or deed to secure debt affecting Other Charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestMortgagor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Mortgagee shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Taxes, liens or Other Charges promptly paid if at any time all or any part thereof or interest therein will of the Mortgaged Property shall be in imminent danger of being foreclosed, sold, forfeitedforfeited or otherwise lost or if the title, terminatedlien and security interest created by this Mortgage or the priority thereof shall be in imminent danger of being impaired, cancelled or lost, and (vi) Borrower Mortgagor shall have deposited with Lender set aside adequate reserves, a bond, or other reasonable security reserves (in Mortgagee’s judgment) for the payment of such Taxes, liens or Other Charges, together with all interest and penalties thereon and (vii) Mortgagor shall have furnished such security as may be required in the proceeding or as may be requested by Mortgagee, to insure the payment of any such Taxes, liens or Other Charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall Pursuant to the Lease Agreement, Tenant is obligated to pay or cause to be paid all taxes, assessments, water rates and sewer rates, sewer now of hereafter levied or assessed or imposed against the Trust Property or any part thereof (the "Taxes") and all ground rents, maintenance charges, other governmental impositions, and other charges, including including, without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandTrust Property, now or hereafter levied or assessed or imposed against as same become due and payable. In the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided event that Tenant fails to pay said Taxes pursuant to the Property prior to terms of the date on which interest or delinquency charges begins to accrue thereon or Lease Agreement and such failure continues beyond the expiration of any non-payment thereof would result applicable notice and cure period provided for in the application of any penaltiesLease Agreement, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityTrustor shall pay same, as same become due and payable. Borrower Trustor will deliver to LenderBeneficiary, promptly upon LenderBeneficiary's request, evidence reasonably satisfactory to Lender Beneficiary that the TaxesTaxes and said charges, Other Charges fees and utility service charges impositions have been so paid or and are not then delinquent. Borrower Trustor shall not suffer or permit any lien or charge (including, without limitation, any mechanic's lien) against all or any part of the Trust Property and Trustor shall promptly cause to be paid and discharged discharged, or cause Tenant or Manager, as the case may be, to pay and discharge in accordance with the terms of the Lease Agreement or the Management Agreement, as applicable, any lien or charge whatsoever which may be or become a lien or charge against the Trust Property. Except Trustor shall promptly pay, or cause Tenant and/or Manager to pay, for all utility services provided to the extent sums sufficient Trust Property. In addition, Beneficiary may, at its option, retain the services of a firm to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for monitor the payment of Taxes, the Taxes and Other Charges prior to the date the same reasonable cost of which shall become delinquentbe borne by Trustor. (b) After prior written notice Pursuant to Lenderthe terms of the Lease Agreement and/or the Management Agreement, Borrower orTenant or Manager, if as the PETsMART case may be, has certain rights to contest the amount or validity of any such Taxes, liens or charges referred to in subsection (a) above. In addition, in the event that the Lease or an Acceptable Replacement Lease Agreement and/or the Management Agreement is no longer in full force and effect, PETsMART or an Acceptable Replacement TenantTrustor shall have the right, as applicablenotwithstanding the provisions of subsection (a) above, at its own expense, may to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the such Taxes, liens or charges (including, without limitation, tax liens and mechanics' liens) referred to in subsection (a) above by appropriate legal proceedings and in accordance with all applicable law, after notice to, but without cost or expense to, Beneficiary, provided that (i) no Event of Default has occurred and Trustor is continuing not in default under the Note, this Security Instrument Deed of Trust or any other Loan Document beyond the expiration of the Other Security Documentsany applicable notice or cure period, (ii) Borrower is permitted Trustor pays such Taxes, liens or charges prior to do so under the provisions delinquency thereof, unless Trustor delivers evidence satisfactory to Beneficiary that, as a result of any other mortgageTrustor's contest, deed Trustor's obligation to pay such Taxes, liens or charges has been deferred by the appropriate governmental authority, in which event, Trustor may defer such payment of trust such Taxes, liens or deed to secure debt affecting charges until the Propertydate specified by such governmental authority, (iii) such proceeding contest shall suspend be promptly and diligently prosecuted by and at the collection expense of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protestTrustor, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and Beneficiary shall not constitute a default thereunderthereby suffer any civil penalty, or be subjected to any criminal penalties or sanctions, (v) neither the Property nor such contest shall be discontinued and such Tax, liens or charges promptly paid if at any time all or any part thereof or interest therein will of the Trust Property shall be in imminent danger of being foreclosed, sold, forfeited, terminatedor otherwise lost or if the lien of this Deed of Trust or the priority thereof shall be in imminent danger of being impaired, cancelled or lost, and (vi) Borrower Trustor shall have deposited with Lender set aside adequate reserves, a bond, or other reserves (in Beneficiary's reasonable security judgment) for the payment of such Taxes, liens or charges, together with all interest and penalties thereon and (vii) Trustor shall have furnished security to Beneficiary (or to such other party as may be required in such proceeding), in an amount as may be required in the proceeding, but in no event less than an amount equal to 125% of the contested amount, to insure the payment of any such Taxes, liens or charges, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. Each of Borrower and TOGA will: (ai) timely file all required tax returns; (ii) timely pay all Taxes, assessments, and other governmental charges or levies properly imposed upon it or upon its income, profits or property; and (iii) maintain appropriate accruals and reserves for all of the foregoing Taxes in accordance with GAAP. Borrower shall or TOGA may, however, delay paying or discharging any such Taxes described in clauses (i) through (iii) above so long as it is in good faith contesting the validity thereof by appropriate proceedings and has set aside adequate cash reserves therefor. (iv) Each of Borrower and TOGA agrees to pay or to cause to be paid all governmental assessments, charges, taxes, assessmentslevies, water ratesimposts or other liabilities imposed by any Australian Governmental Person (including Australian Withholding Taxes) including any interest or penalties thereon and any stamp or documentary or other excise or property taxes, sewer rentsat any time payable by it or ruled to be payable by it, governmental impositionsby reason of any Australian Governmental Person or Australian Governmental Rule (collectively, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), and to indemnify and hold the Holders and Collateral Agent harmless against liability fees or additional expense with respect to or in connection with any such Taxes. Each of Borrower and TOGA hereby further agrees as follows: (A) Any and all ground rentspayments made by Borrower and TOGA hereunder and under any of the other Loan Documents, maintenance charges whether of principal, Coupon Interest, Royalty, expenses or otherwise shall be free and similar charges, now clear of and without deduction or hereafter levied withholding for any and all Taxes and all liabilities with respect thereto including Australian Withholding Taxes. If TOGA shall be required by law to deduct or assessed withhold any Taxes (including Australian Withholding Taxes) from or imposed against in respect of any sum payable to the Property Collateral Agent or any part thereof Holder hereunder or under any of the other Loan Documents, the sums payable under the Notes or the Loan Documents shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this paragraph) the "Other Charges"), and all charges for utility services provided Holders or Collateral Agent receives an amount equal to the Property prior sum it would have received had no such deductions or withholdings been made. TOGA shall make such deductions or withholdings and Borrower and TOGA shall pay the full amount deducted or withheld to the date on which relevant Australian or other foreign taxation authority or other Australian or other foreign authority in accordance with applicable law. (B) Indemnitors shall indemnify the Holders and Collateral Agent for the full amount of Taxes paid by the Holders and Collateral Agent and any liability (including penalties, interest and expenses) arising therefrom or delinquency charges begins with respect thereto, whether or not such Taxes were correctly or legally asserted, provided, that any refunds for any Taxes incorrectly paid shall be remitted to accrue thereon Borrower promptly upon receipt by Collateral Agent or any non-payment thereof would result in the application of any penaltiesHolder, provided however that taxes may be paid in installments to the extent permitted such refunds are received by Collateral Agent, or any Holder and are not otherwise necessary to pay any Obligations then due and payable. Payments under this indemnification shall be made within thirty (30) days from the date the Holders, or Collateral Agent makes written demand therefor after payment of such Taxes. A certificate as to the amount of such Taxes and the calculation thereof (if determinable), submitted to Borrower by the taxing authorityHolders or Collateral Agent shall be conclusive and binding for all purposes, absent manifest error. With respect to any payment request made by any Person pursuant to the tax indemnity set forth in this clause (B), if the Borrower will deliver to Lender, promptly upon Lender's shall request, evidence satisfactory such Person shall in good faith at Borrower's expense contest the imposition of or the amount of any such request amount, keep the Borrower reasonably informed in respect thereof, consult in good faith with the counsel to Lender that the TaxesBorrower regarding such contest, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer compromise or otherwise settle such contest without the consent of Borrower. (v) Upon the reasonable request of Holder, TOGA and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment Holder copies of the Taxes presented forms filed in connection therewith and Other Charges prior the original or a certified copy of a receipt or certificate evidencing payment thereof. Without prejudice to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions survival of any other mortgageagreement of Borrower or TOGA hereunder, deed the agreements and obligations of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from TOGA contained in this Section 5.1 shall survive for a period of ten (10) years after the Property or Borrower shall have paid all date of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxestermination hereof.

Payment of Taxes, Etc. (a) Borrower shall Each Company will pay or cause to be paid and discharge all taxeslawful Taxes, assessments, water ratesand governmental charges or levies imposed upon it, sewer rentsor upon its income or profits, governmental impositionsor upon any of its properties, before the same shall become in default, as well as all lawful claims for labor, materials, and other chargessupplies which, including without limitation vault charges and license fees for the use of vaultsif unpaid, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or might become a lien or charge against upon such properties or any part thereof; provided, however, no Company shall be required to pay and discharge any such tax, assessment, charge, levy, or claim so long as the Propertyvalidity thereof shall be contested in good faith by appropriate proceedings and there shall be set aside on its respective books such reserves with respect thereto as are required by GAAP. Except Each Company will in all events pay such tax, assessment, charge, levy or claim before the property subject thereto shall be sold to satisfy any lien which has attached thereto. Without limiting the extent sums sufficient foregoing, each of the Companies will (a) timely filed all returns required to be filed by them with respect to all Taxes, (b) pay all Taxes shown to have become due pursuant to such returns, and Other Charges (c) pay all other Taxes for which a notice of assessment or demand for payment has been received by any Company, in each case the failure of which would have been deposited with Lender in accordance with a Material Adverse Effect; provided, however, no Company shall be required to pay and discharge any such tax, assessment, charge, levy, or claim so long as the terms of this Security Instrument, Borrower validity thereof shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted be contested in good faith by appropriate proceedings and there shall be set aside on its respective books such reserves with due diligence, the amount or validity or application in whole or in part of any respect thereto as are required by GAAP. None of the Taxes, provided that Companies will (i) no Event of Default has occurred and is continuing file any consent or agreement under the Note, this Security Instrument or any Section 341(f) of the Other Security DocumentsCode, (ii) Borrower is permitted to do so under the provisions execute a waiver or consent extending any statute of limitations for any other mortgage, deed of trust or deed to secure debt affecting the PropertyTax liability which remains outstanding, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property enter into a closing agreement with any taxing authority, or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, file an election under 338(g) or other reasonable security for the payment Section 338(h)(10) of the TaxesCode or caused or permitted a deemed election under Section 338(e) thereof to occur, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall which in each case would have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxesa Material Adverse Effect.

Payment of Taxes, Etc. (a) Subject to Article 3 of the Escrow Agreement, Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritydelinquency. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent.. JPMORGAN CHASE BANK (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower The Issuer shall pay and discharge before the same shall become delinquent, all lawful claims, taxes, assessments and governmental charges or levies, imposed upon the Issuer or the Issuer's property except when contested in good faith, by proper proceedings promptly instituted and diligently conducted, and when adequate reserves therefor have been established on the books of the Issuer in conformity with GAAP. (b) In connection with this Indenture, the Issuer shall comply with all withholding and reporting requirements imposed by federal, state and local tax authorities and all distributions under this Indenture shall be subject to such withholding and reporting requirements. (c) Without limiting clause (a) of this SECTION 4.05, the Issuer shall pay, or cause to be paid at least ten (10) days prior to delinquency, all taxesImpositions; PROVIDED, assessmentsHOWEVER, water ratesthat if, sewer rentsby law any such Imposition is payable, governmental impositionsor may at the option of the taxpayer be paid, in installments, the Issuer may pay the same or cause it to be paid, together with any accrued interest on the unpaid balance of such Imposition, in installments as the same become due and other chargesbefore any fine, including without limitation vault charges and license fees penalty, interest or cost may be added to such Impositions for the use nonpayment of vaults, chutes any such installment and similar areas adjoining interest. (d) If at any time after the Land, now or hereafter levied or date of this Indenture there shall be assessed or imposed against (i) a tax or assessment on the Property Trust Estate in lieu of or any part thereof (in addition to the "Taxes"Impositions payable by the Issuer pursuant to SECTION 4.05(c), all ground rentsor (ii) a license fee, maintenance charges tax or assessment imposed on the Holders and similar charges, now measured by or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application based in whole or in part upon the amount of the outstanding Obligations of the Issuer secured by any of the Collateral Documents, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" and the Issuer shall pay and discharge the same as herein provided with respect to the payment of Impositions. Anything to the contrary in this Indenture notwithstanding, the Issuer shall have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on the Holders or on interest or other income received by the Holders comprising a portion of or in connection with the Obligations of the Issuer under any Operative Documents. (e) Subject to the provisions of SECTION 4.05(f) and upon request by the Collateral Agent, the Issuer shall deliver to the Collateral Agent, within ten (10) days prior to the date upon which any such Imposition is due and payable by the Issuer, evidence of payment of such Imposition and within sixty (60) days after the date upon which any such Imposition is due and payable by the Issuer, official receipts of the appropriate taxing authority, or other proof satisfactory to the Collateral Agent, evidencing the payment thereof. (f) The Issuer shall have the right before any delinquency occurs to contest or object to the amount or validity of any such Imposition by appropriate proceedings, but this shall not be deemed or construed in any way as relieving, modifying or extending the Issuer's covenant to pay any such Imposition at the time and in the manner provided in this SECTION 4.05, unless the Issuer has given prior written notice to the Collateral Agent of the Issuer's intent to so contest or object to an Imposition, and unless (i) the proceedings to be initiated by the Issuer shall conclusively operate to prevent the sale of the Trust Estate, or any part thereof, to satisfy such Imposition prior to final determination of such proceedings; or (ii) the Issuer shall furnish a good and sufficient bond, surety or other undertaking as may be required or permitted by law to accomplish a stay of any such sale. (g) At any time after an Event of Default has occurred, then upon request by the Collateral Agent, the Issuer shall pay to the Collateral Agent an initial cash reserve in an amount adequate to pay all Impositions for the ensuing tax fiscal year and shall thereafter continue to deposit with the Collateral Agent, in monthly installments, an amount equal to one-twelfth (1/12) of the sum of the annual Impositions reasonably estimated by the Collateral Agent, for the purpose of paying the installment of Impositions next due on the Trust Estate (funds deposited for this purpose shall hereinafter be referred to as "IMPOUNDS"). In such event the Issuer further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to the Collateral Agent. Upon receipt of such bills, statements or other documents, and provided the Issuer has deposited sufficient Impounds with the Collateral Agent pursuant to this SECTION 4.05(g), the Collateral Agent shall promptly pay such amounts as may be due thereunder out of the Impounds so deposited with the Collateral Agent. If at any time and for any reason the Impounds deposited with the Collateral Agent are or will be insufficient to pay such amounts as may then or subsequently be due, the Collateral Agent may notify the Issuer and upon such notice the Issuer shall deposit immediately an amount equal to such deficiency with the Collateral Agent. Notwithstanding the foregoing, nothing contained herein shall cause any of the Holders to be deemed a Collateral Agent of said funds or to be obligated to pay any amounts in excess of the amount of funds deposited with the Collateral Agent pursuant to this SECTION 4.05(g). To the extent permitted by law, the Collateral Agent may commingle Impounds with its own funds and shall not be obligated to pay or allow any interest on any Impounds held by the Collateral Agent pending disbursement or application hereunder. The Collateral Agent may reserve for future payment of Impositions such portion of the Impounds as the Collateral Agent may in its absolute discretion deem proper. Upon any Event of Default under any of the Collateral Documents, the Collateral Agent may apply the balance of the Impounds upon any indebtedness or obligation secured hereby in such order as the Collateral Agent may determine, notwithstanding that said indebtedness or the performance of said obligation may not yet be due according to the terms thereof. Should the Issuer fail to deposit with the Collateral Agent (exclusive of that portion of said payments which has been applied by the Collateral Agent upon any indebtedness or obligation secured hereby) sums sufficient to fully pay such Impositions at least ten (10) days before delinquency thereof, the Collateral Agent may, at the Collateral Agent's election, but without any obligation so to do, advance any amounts required to make up the deficiency, which advances, if any, shall be secured by the Collateral and shall be repayable to the Collateral Agent as provided in the Operative Documents. Should any default or event of default occur or exist on the part of the Issuer in the payment or performance of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing Issuer's Obligations under the Noteterms of the Collateral Documents, the Collateral Agent may, at any time at the Collateral Agent's option, apply any sums or amounts in its hands received as rents or income of the Trust Estate or otherwise, to any Indebtedness or Obligation of the Issuer secured by the Collateral in such manner and order as the Collateral Agent may elect, notwithstanding said Indebtedness or the performance of said Obligation may not yet be due according to the terms thereof. The receipt, use or application of any such Impounds paid by the Issuer to the Collateral Agent in accordance with this Security Instrument SECTION 4.05 shall not be construed to affect the maturity of any Indebtedness secured by the Collateral Documents or any of the Other Security Documents, (ii) Borrower is permitted to do so rights or powers of the Holders or the Collateral Agent under the provisions terms of the Operative Documents or any of the Obligations of the Issuer or any guarantor under the Operative Documents. (h) The Issuer shall not suffer, permit or initiate the joint assessment of any other mortgage, deed of trust real and personal property which may constitute all or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection a portion of the Taxes from Borrower and from Trust Estate or suffer, permit or initiate any other procedure whereby the Property or Borrower shall have paid all Lien of the Taxes under protest, (iv) such proceeding real property taxes and the Lien of the personal property taxes shall be permitted under and be conducted in accordance with assessed, levied or charged to the provisions of any other instrument to which Borrower is subject and shall not constitute Trust Estate as a default thereunder, single Lien. (vi) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably If requested by Lender the Collateral Agent, the Issuer shall cause to insure be furnished to the payment Collateral Agent a tax reporting service covering the Trust Estate of any contested Taxesa type, together duration and with all interest and penalties thereon, taking into consideration a company satisfactory to the amount in the Escrow Fund available for payment of TaxesCollateral Agent.

Payment of Taxes, Etc. (a) Borrower Mortgagor shall pay or cause to be paid all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes") and all ground rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the LandPremises, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges"), ) as same become due and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authoritypayable. Borrower Mortgagor will deliver to LenderMortgagee, promptly upon LenderMortgagee's request, evidence satisfactory to Lender Mortgagee that the Taxes, Taxes and Other Charges and utility service charges have been so paid or are not then delinquent. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property, and shall promptly pay for all utility services provided to the Mortgaged Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower Mortgagor shall furnish to Lender paid Mortgagee receipts for the payment of the Taxes and Taxes, Other Charges and said utility services prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "TaxesTAXES"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other ChargesOTHER CHARGES"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property, except for liens covering Taxes and Other Charges which are not yet due. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. Notwithstanding anything to the contrary contained herein, Borrower shall not be deemed to be in breach of its obligations under this Subsection 3.3(a) if Lender fails to pay the Taxes and Other Charges in accordance with the terms of the Escrow Agreement and funds sufficient to pay the same have been deposited by Borrower. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.

Payment of Taxes, Etc. (a) Borrower shall pay or cause to be paid all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authorityas same become due and payable. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer allow and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property. Except to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicableBorrower, 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 the Note, this Security Instrument or any of the Other Security Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost, and (vi) Borrower shall have set aside and deposited with Lender adequate reserves, a bond, or other reasonable security reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or and (vii) Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.. XXXXXX GUARANTY TRUST COMPANY

Payment of Taxes, Etc. (a) Borrower shall The Borrowers will pay or cause to be paid and discharge all taxeslawful Taxes, assessments, water ratesand governmental charges or levies imposed upon them, sewer rentsor upon their respective income or profits, governmental impositionsor upon any of their respective properties, before the same shall become in default, as well as all lawful claims for labor, materials, and other chargessupplies which, including without limitation vault charges and license fees for the use of vaultsif unpaid, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof (the "Other Charges"), and all charges for utility services provided to the Property prior to the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penalties, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower will deliver to Lender, promptly upon Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges and utility service charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or might become a lien or charge against upon such properties or any part thereof; provided, however, the PropertyBorrowers shall not be required to pay and discharge any such tax, assessment, charge, levy, or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and there shall be set aside on their respective books such reserves with respect thereto as are required by GAAP. Except The Borrowers will in all events pay such tax, assessment, charge, levy or claim before the property subject thereto shall be sold to satisfy any lien which has attached thereto. Without limiting the extent sums sufficient foregoing, each of the Borrowers will (a) timely file all returns required to be filed by it with respect to all Taxes, (b) pay all Taxes shown to have become due pursuant to such returns, and Other Charges (c) pay all other Taxes for which a notice of assessment or demand for payment has been received by the Borrowers, in each case the failure of which would have been deposited with Lender in accordance with a Material Adverse Effect; provided, however, the terms of this Security InstrumentBorrowers shall not be required to pay and discharge any such tax, Borrower assessment, charge, levy, or claim so long as the validity thereof shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted be contested in good faith by appropriate proceedings and there shall be set aside on its respective books such reserves with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that respect thereto as are required by GAAP. The Borrowers will not (i) no Event of Default has occurred and is continuing file any consent or agreement under the Note, this Security Instrument or any Section 341(f) of the Other Security DocumentsCode, (ii) Borrower is permitted to do so under the provisions execute a waiver or consent extending any statute of limitations for any other mortgage, deed of trust or deed to secure debt affecting the PropertyTax liability which remains outstanding, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property enter into a closing agreement with any taxing authority, or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, file an election under 338(g) or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.Section

Payment of Taxes, Etc. (a) Borrower Subject to the provisions of Section 27 hereof and the applicable provisions of the Loan Agreement, Mortgagor shall pay or cause to be paid all Impositions (including, without limitation, all taxes, assessments, water rates, rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof and all ground rents, maintenance charges, other governmental impositions, impositions and other chargescharges (including, including without limitation limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land), now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes"), all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Property or any part thereof thereof) (the "Other Charges"), as the same become due and all charges for utility services provided payable. Subject to the Property prior to terms of the date on which interest or delinquency charges begins to accrue thereon or any non-payment thereof would result in the application of any penaltiesLoan Agreement, provided however that taxes may be paid in installments to the extent permitted by the taxing authority. Borrower Mortgagor will deliver to Lender, promptly upon Lender's request, Mortgagee evidence satisfactory to Lender that Mortxxxxx xxxt the Taxes, Impositions and Other Charges and utility service charges have been so paid or are not then delinquentdelinquent no later than thirty (30) days following the date on which the Impositions and/or Other Charges would otherwise be delinquent if not paid. Borrower Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever (other than Permitted Encumbrances) which may be or become a lien or charge against the Mortgaged Property. Except , and shall promptly pay for, or cause to be paid, all utility services provided to the extent sums sufficient to pay all Taxes and Other Charges have been deposited with Lender in accordance with the terms of this Security Instrument, Borrower shall furnish to Lender paid receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquentMortgaged Property. (b) After prior written notice to Lender, Borrower or, if the PETsMART Lease or an Acceptable Replacement Lease is in full force and effect, PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes, provided that (i) no Event of Default has occurred and is continuing under the Note, this Security Instrument or any of the Other Security Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Taxes from Borrower and from the Property or Borrower shall have paid all of the Taxes under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall have deposited with Lender adequate reserves, a bond, or other reasonable security for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest, or Borrower or PETsMART or an Acceptable Replacement Tenant shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Taxes, together with all interest and penalties thereon, taking into consideration the amount in the Escrow Fund available for payment of Taxes.