Common use of Taxes and Other Charges Clause in Contracts

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall (or shall cause Owner to) pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten thirty (1030) days prior to the date on which the Taxes and/or Other Charges before they would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is need not required pay (or cause Owner to pay) such Taxes nor furnish (nor cause Owner to furnish) such receipts for payment of Taxes in the event that such Taxes have been paid by Senior Lender pursuant to Section 7.1 hereofthe Senior Loan Documents). Borrower shall promptly pay (or cause Owner to pay) for all franchise fees, income taxes and other impositions and taxes imposed by Governmental Authorities on Owner, Borrower and Sole Member. 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, and shall promptly pay (or cause Owner to pay) for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower may cause Owner, at its own Owner’s expense, may without paying such Taxes or Other Charges, 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to the Mortgage; such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Owner is subject subject, including the Senior Loan Documents, and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither no part of or interest in the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower or Owner 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish have furnished such security as may be required in the proceeding, or as may be requested by Lender, proceeding to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vi) Borrower shall promptly upon final determination thereof pay (or cause Owner to pay) the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower Section 5.01 Subject only to those other sections of this Lease which specifically limited Tenant’s obligations, Tenant agrees that it will pay and discharge, or cause to be paid and discharged, punctually as and when the same shall pay become due and payable without penalty, all personal property taxes, privilege taxes, excise taxes, business and occupation taxes, gross sales taxes, and occupation license taxes, and all other governmental impositions and charges of every kind and nature whatsoever, whether or not now customary or within the contemplation of the parties hereto and regardless of whether they unforeseen or foreseen, or similar or dissimilar to any of he foregoing, (collectively “Tax or Taxes”) which are due and payable for any period of time during the term of this Lease and which: (a) Shall be levied, assessed or imposed upon or against the Demised Premises or any portion thereof, or any interest of Landlord or Tenant therein or under this Lease; (b) Shall be or become liens upon or against the Demised Premises or any portion thereof, or any such interest or Landlord or Tenant therein, or under this Lease; (c) Shall be levied, assessed or imposed upon by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority whatsoever, whether federal, state, county, city , municipal, or otherwise, it being the intention of the parties hereto that, insofar as the same may lawfully be done, Landlord shall be free from all such expenses and all Taxes and Other Charges now charges of every kind and nature whatsoever, and that this Lease shall yield to Landlord not less than the Annual Rent reserved hereunder throughout the term of this Lease. Nothing contained in this Lease shall require Tenant to pay any franchise, estate, inheritance, succession or hereafter levied or assessed or imposed against the Property transfer tax of Landlord, or any part thereof as income, excess profits or revenue tax or any other tax, assessment, charge or levy upon the same become due and payableamounts payable by Tenant under this Lease; provided, however, Borrower’s obligation to directly pay Taxes that it at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term of this Leases hall be altered so that in lieu of any Tax under this Section 5.01 there shall be suspended levied, assessed and imposed, a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, on the rents received herefrom, or a license fee measured by the rent payable by Tenant under this Lease, then in either of such events all such taxes, assessments, levies, impositions or charges or the part thereof so measured or based, shall be deemed to be included within the term “Tax” for so long as Borrower complies with the terms and provisions of Section 7.1 purposes hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior , to the date on which extent that such Tax would be payable if the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower Demised Premises were the only property of Landlord subject to the Tax, and Tenant shall furnish pay and discharge the same as herein provided in respect to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related LienTaxes.

Taxes and Other Charges. (a) Subject to Borrower’s right to contest in accordance with Section 4.5(b) below, Borrower shall pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as prior to the same become due and payablebecoming delinquent or penalties or fees accruing thereon; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower’s obligation to directly pay Taxes at the Individual Continental Properties only shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 8.6 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are shall, not then delinquent 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 Business Days after receipt of written request from Lender, furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 8.6 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the PropertyProperty (or any portion thereof), other than Permitted Encumbrances, and shall promptly pay for or cause to be paid all utility services provided to the Property. Property (or any portion thereof). (b) After prior written notice to LenderLender (provided, that, prior written notice shall not be required if such Taxes or Other Charges being contested have been paid in full), Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be permitted by and conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iviii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) to the extent that the aggregate amount reasonably determined to cause Borrower’s compliance with such Taxes and Other Charges exceeds $500,000, Borrower shall furnish such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, the entitlement of such claimant is established or the applicable Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien lien of the Mortgage Security Instrument being primed by any related Lienlien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties, or any part thereof thereof, as the same become due and payable; provided, however, Borrower’s that Borrowers’ obligation to directly pay Taxes shall be suspended for so long as Borrower complies Borrowers comply with the terms and provisions of Section 7.1 7.2 hereof. Borrower Borrowers will deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 Borrowers shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent, provided, however, Borrower is that Borrowers shall not be required to furnish such receipts for payment of Taxes in the event that if such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). Borrower Except to the extent being contested in accordance with and subject to the terms of this Agreement, Borrowers 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 PropertyProperties or part thereof, and shall promptly pay for all utility services provided to the PropertyProperties or any part thereof. After prior written notice to Lender, BorrowerBorrowers, at its their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided provided, that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under and be conducted in accordance with with, the provisions of any other instrument to which Borrower is Borrowers are subject and shall not constitute a default thereunder and thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivd) neither the Property Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such contest; (ve) Borrower Borrowers 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; (vif) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperties; and (viig) Borrower Borrowers shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property Properties (or any 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof7.2 hereof and Lender has received receipts from the relevant taxing authority). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its Borrower’s 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as prior to the date the same shall become due and payabledelinquent; provided, however, BorrowerBxxxxxxx’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver Upon Lxxxxx’s written request therefor from time to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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. time, Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). Except for 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, and shall promptly pay for all utility services provided to the PropertyProperty prior to the date the same shall become delinquent. After prior written notice to Lender, Borrower, at its Borrower’s 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) 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 contest; (viv) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viiv) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderLxxxxx, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender Lxxxxx to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes on or before the last date prior to which any interest, late fees or penalties would begin to accrue thereon (the “Delinquency Date”) and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent Delinquency Date (provided, however, that Borrower is need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 3.3 hereof). 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 Encumbrances, and shall promptly pay for all utility services provided to the PropertyProperty required to be paid by Borrower. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to the Mortgage; such Other Charges, (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither no part of or interest in the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish 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 or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. (a) Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes and Other Charges shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 8.6 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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. Upon Lender’s request, Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish (or permit to be furnished) such receipts for payment of Taxes and Other Charges in the event that such Taxes and Other Charges have been paid by Lender pursuant to Section 7.1 8.6 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. . (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be permitted by and conducted in accordance with all applicable statutes, laws and ordinancesApplicable Law; (iviii) neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) Borrower shall furnish (or caused to be furnished) such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, the entitlement of such claimant is established or the applicable Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien lien of the Mortgage Security Instrument being primed by any related Lienlien.

Taxes and Other Charges. Subject to Section 7.2 hereof, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will shall, not later than ten (10) Business Days after receipt of a written request from Lender, deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the all Taxes and Other Charges that are due and payable at such time have been so duly paid or are not then delinquent no later than ten (10) days by Borrower prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent delinquency (provided, however, that Lender shall have no right to deliver such written request to Borrower is not required to furnish such receipts for payment of Taxes in the event during any period that such Taxes have been and Other Charges are being paid by Lender pursuant to Section 7.1 7.2 hereof). 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 PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider). After prior written notice to Lender, Borrower, at its Borrower’s 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 Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (vd) Borrower 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viif) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, the entitlement of such claimant is established or the any Individual 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 the related Mortgage being primed by any related Lien.

Taxes and Other Charges. Pledgor shall pay, or shall cause Mortgage Borrower shall pay to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided. Pledgor shall furnish, howeveror cause to be furnished, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower that Pledgor is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.1 hereof7.2 of the Mortgage Loan Agreement). Borrower Pledgor shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to be paid promptly pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerPledgor, at its own expense, may may, or cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Pledgor and Mortgage Borrower is are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Pledgor shall, or shall cause Mortgage Borrower shall to, 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) Borrower Pledgor shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property or any asset of Pledgor (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 any Security Instrument or the Mortgage Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Borrower It shall pay pay, or shall cause to be paid, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the any Property or any part thereof as the same become due and payable; provided. It shall maintain receipts, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (providedand shall furnish, howeveror cause to be furnished, Borrower is not required copies thereof to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)Agent promptly upon request. Borrower It shall not suffer and shall promptly cause to be paid pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Propertyany Collateral other than Permitted Liens. After prior written notice to Lenderthe Agent, Borrowerit may, 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 Taxes or Other Charges, provided that (i) no Early Amortization Event, Default or Event of Default has occurred and remains uncuredoccurred; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is the Borrowers are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the Collateral nor any Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower it 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges Charges, from the released Property; (vi) appropriate reserves have been established in accordance with GAAP and (vii) Borrower it shall furnish such security as may be required in the proceeding, or as may be requested by Lenderthe Agent, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender The Agent may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto it at any time when, in the judgment of Lenderits judgment, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the Property or any other of its asset (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 the Mortgage granted hereunder being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay pay, or cause Tenant to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges no later than ten (10) Business Days prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)delinquent. Borrower shall not permit or 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own sole cost and 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 Taxes or Other Charges, ; provided that (ia) no Default or Event of Default has occurred and remains uncuredoutstanding; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the MortgageSecurity Instrument; (iiic) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (ivd) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ve) Borrower 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; (vif) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viig) Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be requested by Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; and (h) such contest by Borrower is not in violation of the Leases. Lender may pay over over, assign or transfer any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien. Upon the final resolution of any such contest in favor of Borrower, Lender shall return any remaining portion of such security to Borrower.

Taxes and Other Charges. Borrower shall pay, or shall cause its Tenant(s) to pay (to the extent any Tenant is obligated to make such payments under its Lease) all Taxes and Other Charges now or hereafter levied or assessed or imposed against each of the Property Properties, or any part thereof thereof, as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower is required to deposit funds into the Tax and Insurance Escrow Account on a monthly basis and Borrower otherwise complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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 any Property, and shall promptly pay for all utility services provided to the PropertyProperty (or cause Tenant to pay). After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the any Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (vd) Borrower 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Property or Properties (except that if such Taxes or Other Charges must be paid sooner in order to avoid being delinquent, then Borrower shall cause the same to be paid prior to delinquency, and upon making such payment prior to delinquency Borrower may continue such contest); and (viif) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, the entitlement of such claimant is established or the any 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 the Mortgage applicable Security Instrument being primed by any related Lien.

Taxes and Other Charges. Subject to the provisions of the last sentence of this Section 5.1.2, Borrower shall cause Mortgage Borrower to promptly pay all Taxes and Taxes, Other Charges now and utility service charges, in each case prior to the date on which such Taxes, Other Charges or hereafter levied or assessed or imposed against the Property or any part thereof utility service charges, as the same case may be, would otherwise become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereofdelinquent. Borrower will deliver deliver, or cause Mortgage Borrower to Lender receipts for payment or other deliver, to Lender, promptly upon Lender’s request, evidence reasonably satisfactory to Lender that the Taxes and Taxes, Other Charges and utility service charges have been so paid or are not then delinquent (provided, however, that Borrower shall not be required to furnish such receipts for payment of Taxes or Other Charges in the event that such Taxes or Other Charges have been or are required to be paid by Mortgage Lender pursuant to the Mortgage Loan Documents). Subject to the provisions of the last sentence of this Section 5.1.2, Borrower shall not suffer, and shall not permit Mortgage Borrower to suffer, and shall cause Mortgage Borrower to pay and discharge any lien or charge whatsoever which may be or become a Lien against any Individual Property, other than Permitted Encumbrances and liens in favor of Lender or Mortgage Lender, as promptly as practicable and in any event no later than ten sixty (1060) days prior after Borrower or Mortgage Borrower receives written notice from any source whatsoever or otherwise has Actual Knowledge of the existence of such lien or charge. Except to the date on which extent sums sufficient to pay all Taxes have been deposited with Mortgage Lender in accordance with the Taxes and/or Other Charges would otherwise be delinquent if not paid. terms of the Mortgage Loan Documents, Borrower shall furnish furnish, or cause Mortgage Borrower to furnish, to Lender paid receipts for the payment of the Taxes and Other Charges or other reasonably satisfactory evidence of the payment of such Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)delinquent. Borrower shall not suffer and shall promptly may, at its own expense, or may cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyMortgage Borrower, and shall promptly pay for all utility services provided to the Property. After at its expense, to, contest (after prior written notice to Lender, Borrower, at its own expense, may contest if the taxes being contested are not paid in full prior to such contest) by appropriate legal proceedingproceedings, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes of the Taxes, Other Charges or Other Chargesutility service charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing under the Note, this Agreement or any of the other Loan Documents, (ii) Borrower is permitted to do so under such proceeding shall not violate the provisions of any mortgage or other mortgage, deed of trust superior in lien or deed to the Mortgage; secure debt affecting any Individual Property, (iii) such proceeding shall suspend the collection of the Taxes, Other Charges or utility service charges, as applicable, from Mortgage Borrower and from any Individual Property or Borrower or Mortgage Borrower shall have paid all of the Taxes, Other Charges or utility service 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 or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted thereunder, (v) none of the Collateral, any Mortgage Principal’s general partner interest in accordance with all applicable statutes, laws and ordinances; (iv) neither the related Mortgage Borrower Entity or any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; lost as a result of such proceeding, (vvi) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceedinghave, or as may be requested by Lendershall have caused Mortgage Borrower to, to insure deposit with Lender adequate reserves for the payment of any such Taxes the Taxes, Other Charges or Other Chargesutility service charges, as applicable, together with all interest and penalties thereon. , unless Borrower or Mortgage Borrower has paid all of the Taxes, Other Charges or utility service charges, as applicable, under protest (provided, however, that with respect to Taxes, Borrower shall not be required to deposit such reserves with Lender, or to furnish the security required under clause (vii) below, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Mortgage Lender pursuant to the Mortgage Loan Documents except as may pay over any be required in such cash deposit proceeding as set forth under clause (vii) below), and (vii) Borrower shall have furnished, or part thereof held shall have caused Mortgage Borrower to have furnished, the security as may be required in such proceeding, or as may be reasonably requested by Lender to insure the claimant entitled thereto at payment of any time whencontested Taxes, in the judgment of LenderOther Charges or utility service charges, the entitlement of such claimant is established or the Property (or part thereof or as applicable, together with all interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienand penalties thereon.

Taxes and Other Charges. (a) Subject, in all respects, to the terms of each Approved Annual Budget, Borrower shall, and shall cause each Borrower Subsidiary to, pay all Mortgaged Property Taxes, Company Taxes, Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, howeverand, Borrower’s obligation upon Lender's written request, shall furnish to directly pay Lender receipts for the payment of the Mortgaged Property Taxes, the Company Taxes, Taxes and the Other Charges prior to the date the same shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereofbecome delinquent. Borrower will will, and shall cause each Borrower Subsidiary to, deliver to Lender Lender, upon Lender's written request, receipts for payment or other evidence reasonably satisfactory to Lender that the Mortgaged Property Taxes, the Company Taxes, the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Mortgaged Property Taxes, the Company Taxes, the Taxes and/or Other Charges would otherwise be delinquent if not paid. Subject in all respects to the prior written consent of Lender, Borrower shall furnish to Lender receipts for the payment of the Taxes not, and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). Borrower shall not suffer permit any Borrower Subsidiary to, permit or suffer, and Borrower shall, and shall cause each Borrower Subsidiary to, promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against any Mortgaged Property, if and to the extent permitted pursuant to the applicable Mortgage Loan Documents, and the Real Property, and Borrower shall, and shall cause each Borrower Subsidiary to, promptly pay before delinquency for all utility services provided to the Real Property. After prior written notice to Lender, Borrowerand provided such action is in accordance with the Approved Annual Budget, at its own expense, then each Borrower Entity 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 Mortgaged Property Taxes, Company Taxes, Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted substantially in accordance with all applicable statutes, laws and ordinances; (iviii) neither the any Mortgaged Property, any Real Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower shall promptly upon final determination thereof failure to pay the amount of any such Taxes or Other ChargesMortgaged Property Taxes, together with all costsCompany Taxes, interest and penalties which may be payable in connection therewith; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from will not subject Lender to any civil or criminal liability, (v) such contest shall not affect the ownership, use or occupancy of any Mortgaged Property or any Individual Property; , and (viivi) Borrower shall, and shall furnish such security as may be required in the proceedingcause each Borrower Subsidiary to, or as may be requested upon request by Lender, to insure give Lender prompt notice of the payment status of any such Taxes or Other Charges, together with all interest and penalties thereonproceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i)–(v) of this Section 4.1.3. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Mortgaged Property or Real Property (or any part thereof or interest therein) ), as applicable, shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the a Mortgage or Pledged Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay or cause Mortgage Borrower to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay or cause Mortgage Borrower to pay Taxes shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that 6.2 of the Taxes Building Loan Agreement and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to complies with the date on which terms and provisions of Section 6.2 of the Taxes and/or Other Charges would otherwise be delinquent if not paidFirst Mezzanine Loan Agreement. Borrower shall furnish or cause to be furnished to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish or cause to be furnished such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.1 hereofthe Mortgage Loan Documents (or by First Mezzanine Lender pursuant to the First Mezzanine Loan Documents). Borrower shall not permit or suffer and shall promptly discharge or cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge (other than Permitted Encumbrances) against the Property, and shall promptly pay for all utility services provided to the Propertyby payment, bonding or otherwise. After prior written notice to Lender, Borrower, at its own expense, may contest or cause 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 Taxes or Other Charges, provided that (i) no monetary Default or any Event of Default has occurred and remains uncuredis continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower shall promptly upon final determination thereof pay or cause to be paid the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) Borrower shall furnish such deposit or cause to be deposited with Lender cash, or other security as may be required in the proceeding, or as may be requested reasonably approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount less the amount paid, if any, in order to contest any payment of any such Tax or Other Charge that, as a Legal Requirement, is required to be paid to the applicable Governmental Authority, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon (provided that the deposit required pursuant to this clause (vi) will be waived to the extent such deposit has been deposited with Mortgage Lender pursuant to the terms of the Mortgage Loan Documents or with First Mezzanine Lender pursuant to the terms of the First Mezzanine Loan Documents, and if the Mortgage Loan and the First Mezzanine Loan have been repaid in full, amounts on deposit with or for the benefit of Mortgage Lender and/or First Mezzanine Lender shall be transferred to the Lender). Upon prior notice to Borrower, Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, when the entitlement of such claimant is established or by the Property (or part thereof or interest therein) shall be entry of a final non-appealable judgment in danger favor of being sold, forfeited, terminated, cancelled or lost or there shall be any danger such claimant by a court of the Lien of the Mortgage being primed by any related Liencompetent jurisdiction.

Taxes and Other Charges. (a) Subject to Section 4.5(b), Borrower shall pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 8.6 hereof. Borrower will deliver Subject to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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. Section 4.5(b), Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 8.6 hereof). Subject to Section 4.5(b), Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever relating to or arising from Taxes or Other Charges which may be or become a Lien lien or charge against the PropertyProperty (or any portion thereof), and shall promptly pay for all utility services provided to the Property. Property (or any portion thereof) (except to the extent Leases require the Tenants to pay such utility services). (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be permitted by and conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lostlost as a result of such contest of any such Taxes or Other Charges; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) Borrower shall furnish such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, if applicable. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, 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 canceled or lost or there shall be any danger of the Lien lien of the Mortgage Security Instrument being primed by any related Lienlien.

Taxes and Other Charges. Subject to Section 7.2 hereof and any then-applicable obligations of Lender thereunder, Borrower shall pay (or cause Tenant to pay) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is shall not be required to furnish such receipts receipt or other evidence for payment of Taxes and Other Charges in the event that such Taxes and Other Charges have been paid by Lender pursuant to Section 7.1 7.2 hereof). Except for Liens that are being contested in accordance with the provisions of this Section 5.1.2, Borrower shall not suffer and shall promptly pay and discharge (or cause Tenant to be paid pay and discharged discharge) any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay (or cause Tenant to pay) for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrower or Tenant, in each case 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 Taxes or Other ChargesCharges (which shall not constitute an Event of Default), provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing or such Taxes or Other Charges have been paid prior to being so contested; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower or Tenant 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Individual Property or such Taxes or Other Charges have been paid prior to being so contested; and (viivi) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant claimants is established or the any Individual 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 the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Subject to the provisions of the last sentence of this Section 5.1.2, Borrower shall cause Mortgage Borrower to promptly pay all Taxes and Taxes, Other Charges now and utility service charges, in each case prior to the date on which such Taxes, Other Charges or hereafter levied or assessed or imposed against the Property or any part thereof utility service charges, as the same case may be, would otherwise become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereofdelinquent. Borrower will deliver deliver, or cause Mortgage Borrower to Lender receipts for payment or other deliver, to Lender, promptly upon Lender’s request, evidence reasonably satisfactory to Lender that the Taxes and Taxes, Other Charges and utility service charges have been so paid or are not then delinquent (provided, however, that Borrower shall not be required to furnish such receipts for payment of Taxes or Other Charges in the event that such Taxes or Other Charges have been or are required to be paid by Mortgage Lender pursuant to the Mortgage Loan Documents). Subject to the provisions of the last sentence of this Section 5.1.2, Borrower shall not suffer, and shall not permit Mortgage Borrower to suffer, and shall cause Mortgage Borrower to pay and discharge any lien or charge whatsoever which may be or become a Lien against any Individual Property, other than Permitted Encumbrances and liens in favor of Lender or Mortgage Lender, as promptly as practicable and in any event no later than ten sixty (1060) days prior after Borrower or Mortgage Borrower receives written notice from any source whatsoever or otherwise has Actual Knowledge of the existence of such lien or charge. Except to the date on which extent sums sufficient to pay all Taxes have been deposited with Mortgage Lender in accordance with the Taxes and/or Other Charges would otherwise be delinquent if not paid. terms of the Mortgage Loan Documents (or with Mezzanine A Lender pursuant to a similar arrangement as set forth in the Mezzanine A Loan Documents), Borrower shall furnish furnish, or cause Mortgage Borrower to furnish, to Lender paid receipts for the payment of the Taxes and Other Charges or other reasonably satisfactory evidence of the payment of such Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)delinquent. Borrower shall not suffer and shall promptly may, at its own expense, or may cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyMortgage Borrower, and shall promptly pay for all utility services provided to the Property. After at its expense, to, contest (after prior written notice to Lender, Borrower, at its own expense, may contest if the taxes being contested are not paid in full prior to such contest) by appropriate legal proceedingproceedings, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes of the Taxes, Other Charges or Other Chargesutility service charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing under the Note, this Agreement or any of the other Loan Documents, (ii) Borrower is permitted to do so under such proceeding shall not violate the provisions of any mortgage or other mortgage, deed of trust superior in lien or deed to the Mortgage; secure debt affecting any Individual Property, (iii) such proceeding shall suspend the collection of the Taxes, Other Charges or utility service charges, as applicable, from Mortgage Borrower and from any Individual Property or Borrower or Mortgage Borrower shall have paid all of the Taxes, Other Charges or utility service 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 or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted thereunder, (v) none of the Collateral, the Mezzanine A Collateral, any Mortgage Principal’s general partner interest in accordance with all applicable statutesthe related Mortgage Borrower Entity, laws and ordinances; (iv) neither any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity or any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; lost as a result of such proceeding, (vvi) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceedinghave, or as may be requested by Lendershall have caused Mortgage Borrower to, to insure deposit with Lender adequate reserves for the payment of any such Taxes the Taxes, Other Charges or Other Chargesutility service charges, as applicable, together with all interest and penalties thereon. , unless Borrower, Mortgage Borrower or Mezzanine A Borrower has paid all of the Taxes, Other Charges or utility service charges, as applicable, under protest (provided, however, that with respect to Taxes, Borrower shall not be required to deposit such reserves with Lender, or to furnish the security required under clause (vii) below, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Mortgage Lender pursuant to the Mortgage Loan Documents (or with Mezzanine A Lender pursuant to a similar arrangement as set forth in the Mezzanine A Loan Documents) except as may pay over any be required in such cash deposit proceeding as set forth under clause (vii) below), and (vii) Borrower shall have furnished, or part thereof held shall have caused Mortgage Borrower to have furnished, the security as may be required in such proceeding, or as may be reasonably requested by Lender to insure the claimant entitled thereto at payment of any time whencontested Taxes, in the judgment of LenderOther Charges or utility service charges, the entitlement of such claimant is established or the Property (or part thereof or as applicable, together with all interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienand penalties thereon.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Property, or any part thereof thereof, as the same become due and payable; provided, however, that Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so contest same under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiic) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and thereunder; (d) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ive) 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 contest; (vf) Borrower 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; (vig) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viih) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies other than those which it is protesting in good faith by appropriate proceedings diligently pursued in accordance with the terms and provisions of Section 7.1 hereofthis Section. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten thirty (1030) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been are to be paid by Lender pursuant to Section 7.1 hereof7.3 hereof if Borrower furnishes a request by such date for a disbursement from the Tax and Insurance Escrow Fund and there are sufficient funds therein to make the payment). Borrower shall not suffer and when due shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the PropertyProperty (other than those liens or charges which Borrower is protesting in good faith by appropriate proceedings, diligently pursued), and when due shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; , (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to Other Charges from the Mortgage; Property, (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon and (vi) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, therewith subject to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonpursuant to Section 7.3. Lender may may, following prior written notice to Borrower, pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. (a) Borrower shall pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; : provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof, or the Comenity Lease is in full force and effect and Comenity complies with its obligations thereunder to pay such Taxes (subject to any notice and cure periods under the Comenity Lease). If the Comenity Lease no longer is in effect, Borrower will shall deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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 (subject to the rights of the Major Tenant under the Major Tenant Lease to contest the same), and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower. (b) Borrower or Major Tenant, 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 Liens, Taxes or Other Charges, provided that (i) if the Major Tenant Lease is no Default or Event longer in effect, Borrower shall provide prior written notice of Default has occurred and remains uncuredany such contest to Lender; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower or Major Tenant shall promptly upon final determination thereof pay the amount of any such Liens, Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such contested Liens, Taxes or Other Charges from the Property; and (viivi) Borrower or Major Tenant shall furnish such security as may be required in the proceeding, or as may be requested by Lender, proceeding to insure the payment of any such Liens, Taxes 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, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien. (c) If at any time, Lender determines that Taxes have not been paid and the Property or any part thereof or interest therein will be in imminent danger of being sold, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, payment of such Taxes. All amounts incurred by Lender in connection with such action or in paying such Taxes shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Security Instrument and shall bear interest at the Default Rate.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as prior to the same become due and payabledate upon which any interest or late charges shall begin to accrue thereon; provided, however, Borrower’s Borrowers’ obligation to directly pay Taxes shall be suspended for so long as Borrower complies Borrowers comply with the terms and provisions of Section 7.1 7.2 hereof. Borrower Borrowers will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquent. Borrower Borrowers shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same upon which any interest or late charges shall become delinquent (begin to accrue thereon; provided, however, Borrower is Borrowers shall not be required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged (or provide reasonable security for) any Lien or charge whatsoever which may be or become a Lien or charge against any of the PropertyProperties, and shall promptly pay for all utility services provided to any of the PropertyProperties. After prior written notice to Lender, any 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 Taxes or Other Charges, provided that (ia) no Default or Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default has occurred and remains uncuredor Third Mezzanine Event of Default exists; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the any Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (vd) such Borrower 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Property; and (viif) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes 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, in the reasonable judgment of Lender, the entitlement of such claimant is established or the any Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Each Borrower shall pay, or shall cause its tenant(s) to pay (to the extent any tenant is obligated to make such payments under its Lease) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or Properties owned by such Borrower, or any part thereof as the same become due and payablethereof, prior to delinquency; provided, however, each Borrower’s obligation to directly pay (or cause its tenant(s) to pay) Taxes shall be suspended for so long as such Borrower complies with the terms and provisions of Section 7.1 hereof7.2 hereof in respect of the Property or Properties owned by such Borrower. Each Borrower will deliver shall furnish to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, (i) no Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof), and (ii) if the tenant under a Lease pays such Taxes or Other Charges directly to the applicable authority and the applicable Borrower timely requests and diligently pursues evidence of payment, and further provided that no enforcement action has been commenced by the applicable authority resulting from such tenant’s failure to pay Taxes or Other Charges, Borrower shall have an additional thirty (30) day period to provide such evidence to Lender. Borrower Borrowers 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 Propertyany Property (other than Permitted Encumbrances), and shall promptly pay for or cause to be paid all utility services provided to the PropertyProperties. After prior written notice to Lender, each 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 Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any other instrument to which such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the Property or Properties owned by such Borrower nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (vd) such Borrower 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty or Properties owned by such Borrower (except that if such Taxes or Other Charges must be paid sooner in order to avoid being delinquent, then such Borrower shall cause the same to be paid prior to delinquency, and upon making such payment prior to delinquency such Borrower may continue such contest); and (viif) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, the entitlement of such claimant is established or the any 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 the Mortgage encumbering such Property being primed by any related LienLien (other than Permitted Encumbrances). Notwithstanding the foregoing provisions of this Section 5.1.2, to the extent the Lease with a tenant remains in effect and such tenant remains liable for the obligations under this Lease, such tenant shall have the right to exercise any contest rights set forth in such Lease in accordance with the terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 5.1.2, the provisions set forth in such Lease shall govern and control, so long as no Governmental Authority commences any enforcement action in connection with the non-payment of any Taxes or Other Charges which could result in a transfer of title to the applicable Property, and in addition Borrower shall be responsible for any sums ultimately owed to any Governmental Authority in connection with any applicable Taxes or Other Charges (including any penalty payments, interest charges or similar monetary sums owed to such Governmental Authority).

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof7.2 hereof and Lender has received receipts from the relevant taxing authority). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its Borrower’s 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges before they would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 3.3 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to the Mortgage; such Other Charges, (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither no part of or interest in the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish 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 or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish (or cause to be furnished) to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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 PropertyProperties, and shall promptly pay for (or cause to be paid) all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrower or Operating Tenant, 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) Borrower shall furnish (or cause to be 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 or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual 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 the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay pay, or cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver shall furnish, or cause to be furnished, to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.1 hereof7.2 of the Mortgage Loan Agreement). Borrower shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to be paid promptly pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its own expense, may may, or cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is and Mortgage Borrower are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower shall, or shall cause Mortgage Borrower to, 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, applicable Individual Property or as may be requested by Lender, to insure the payment any asset of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.Borrower;

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.1 hereof6.3). Borrower shall timely file all federal, state, commonwealth, district and local and other tax returns required to be filed and timely pay all federal, state, commonwealth, district and local and other Taxes, assessments fees and other governmental charges levied or imposed upon Borrower or its properties, income or assets or that are otherwise due and payable by Borrower. Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) Borrower shall furnish deposit with Lender cash or such other security as may be required approved by Lender in an amount equal to one hundred twenty-five percent (125%) of the proceeding, or as may be requested by Lendercontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the good faith judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation with respect to Taxes and Other Charges that are due more than sixty (60) days after the Closing Date, during the continuance of a Cash Sweep Event Period, Borrower shall not be obligated to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 6.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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. Upon Agent’s request, Borrower shall furnish to Lender Agent receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender Agent pursuant to Section 7.1 6.2 hereof). Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to LenderAgent if such Taxes or Other Charges have not been paid prior to the due date, 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 Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (vd) Borrower 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; (vie) if not paid prior to the due date, such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viif) Borrower shall deposit with Agent or Borrower shall furnish such security as may be required in the proceeding or, if not required in the proceeding, cash, or other security as may be requested reasonably required by LenderAgent, in an amount equal to one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon and any excess security so furnished shall be released to Borrower upon payment of the applicable Taxes or Other Charges. Lender Agent may pay over any such cash deposit or part thereof other security held by Lender Agent to the claimant entitled thereto at any time when, in the reasonable judgment of LenderAgent, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay pay, or shall cause Mortgage Borrower or Property Owner to pay, all Taxes and Other Charges applicable to such Person now or hereafter levied or assessed or imposed against the Property Collateral, the Senior Mezzanine Collateral and the Mortgage Loan Collateral or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay (or cause to be paid) Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver deliver, or cause to be delivered, to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes not suffer and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). Borrower shall not permit Senior Mezzanine Borrower, Mortgage Borrower or any Mortgage Loan Party to 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 PropertyCollateral, the Senior Mezzanine Collateral or the Mortgage Loan Collateral, and shall promptly pay pay, or cause to be paid, for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its own expense, may contest or cause Mortgage Borrower or any other Mortgage Loan Party 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower and such other Mortgage Loan Party, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither none of the Property Collateral, the Senior Mezzanine Collateral or the Mortgage Loan Collateral nor any part thereof or interest therein will not be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower shall, or shall cause Mortgage Borrower or any other Mortgage Loan Party to, 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property, Mortgage Loan Collateral, Senior Mezzanine Collateral or Collateral, as applicable; and (viivi) Mortgage Borrower shall furnish have furnished to Mortgage Lender such security as may be required in pursuant to the proceeding, or as may be requested by Lender, to insure the payment of any Mortgage Loan Agreement (unless Mortgage Lender shall have waived such Taxes or Other Charges, together with all interest and penalties thereonsecurity). Mortgage Lender may pay over any such cash deposit or part thereof held by Mortgage Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property Collateral, the Senior Mezzanine Collateral or any Mortgage Loan Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage any Loan Document being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) 30 days prior to the date on which the Taxes and/or Other Charges before they would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, Borrower is that Borrowers need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof3.3). Borrower Borrowers 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 any Property, and shall promptly pay for all utility services provided to the any Property. After prior written notice to Lender, BorrowerBorrowers, at its their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to the Mortgage; such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither the Property nor any no part thereof of or interest therein in any Property will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower Borrowers 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish 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 or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (vi) Borrowers shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Borrower shall pay all Taxes and Other Charges now be required by law to deduct any such amounts from or hereafter levied or assessed or imposed against in respect of any sum payable under any Loan Document to Lender, then the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation sum payable to directly pay Taxes Lender shall be suspended increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any applicable law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive (whether or not having the force of law) from any Governmental Authority (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever with respect to any Loan Document, or changes the basis of taxation of payments to Lender of any amount payable thereunder (except for so long as Borrower complies net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or facility fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost in connection with the terms transactions contemplated thereby or participations therein; and provisions the result of Section 7.1 hereof. Borrower will deliver any of the foregoing is to increase the cost to Lender receipts for payment of making or other evidence satisfactory continuing any Loan hereunder or to Lender that reduce any amount receivable hereunder, then, in any such case, the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). 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, and Borrowers shall promptly pay for all utility services provided to the Property. After prior written notice Lender any additional amounts necessary to compensate Lender, Borroweron an after-tax basis, at its own expense, may contest for such additional cost or reduced amount as determined 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 Lender. If Lender becomes entitled to claim any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted additional amounts pursuant to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower this Section 6.13 it shall promptly upon final determination thereof pay notify the amount Borrowers of any the event by reason of which Lender has become so entitled, and each such Taxes or Other Charges, together with all costs, interest and penalties which may be notice of additional amounts payable in connection therewith; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, pursuant to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held this Section 6.13 submitted by Lender to the claimant entitled thereto at Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes. For purposes of this Section, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any time whensuccessor or similar authority) or the United States or foreign regulatory authorities, in the judgment of Lendereach case pursuant to Basel III, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall in each case be deemed to be a “change in danger of being soldany applicable Law”, forfeited, terminated, cancelled or lost or there shall be any danger regardless of the Lien of the Mortgage being primed by any related Liendate enacted, adopted or issued.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Property, or any part thereof thereof, as the same become due and payable; provided, however, that Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent, provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that if such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided provided, that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivd) 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 contest; (ve) Borrower 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; (vif) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viig) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower Mortgagor shall promptly pay or cause to be paid when due and payable and before interest or penalties shall accrue thereon, without any deduction, defalcation or abatement, all Taxes taxes, assessments, water and Other Charges now sewer rents and all other charges or hereafter claims which may be assessed, levied or assessed or imposed filed at any time against Mortgagor, the Property Mortgaged Premises, the Collateral or any part thereof or against the interest of Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale. Xxxxxxxxx, if and as the same become due and payable; providedrequested by Mortgagee, howevershall produce to Mortgagee, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which dates when any of the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower same shall furnish commence to Lender bear interest or penalties, receipts for the payment of thereof. Notwithstanding the Taxes and the Other Charges prior to the date the same shall become delinquent (providedforegoing, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted if Mortgagor in good faith and with due diligence, by appropriate legal action shall contest the amount or validity or application in whole or in part of any Taxes such item or Other Chargesthe amount thereof and, provided that at the option of Mortgagee, shall have established on its books or by deposit of cash with Mortgagee a reserve for the payment thereof in such amount as Mortgagee may require, and Mortgagee has consented in writing to such action, then Mortgagor shall not be required to pay the item or to produce the required receipts while the reserve is maintained and so long as the contest operates to prevent collection, to stay any proceedings which may be instituted to enforce payment of such item and to prevent a sale of the Mortgaged Premises or the Collateral to pay such item (i) no Default or Event unless required by law as a condition of Default has occurred such contest), such contest is maintained and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance prosecuted with the provisions of any other instrument to which Borrower is subject diligence, and shall not constitute a default thereunder and such proceeding have been terminated or discontinued adversely to Mortgagor. Mortgagor shall not apply for or claim any deduction, by reason of this Mortgage, from the taxable value of all or any part of the Mortgaged Premises or the Collateral. It is expressly agreed that no credit shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither claimed or allowed on the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower shall promptly upon final determination thereof pay payable on the amount Note because of any such Taxes taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lienother charges paid.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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 PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; (vi) Borrower shall have deposited with Lender adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest (provided, however, that Borrower shall not be required to deposit such reserves with Lender, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Lender pursuant to Section 3.7 hereof, and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower (a) Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the each Individual Property or any part thereof as the same become due and payable; provided, however, Borrower’s Borrowers’ obligation to directly pay Taxes shall be suspended for so long as Borrower complies Borrowers comply with the terms and provisions of Section 7.1 9.6 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 Borrowers shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is that Borrowers are not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 9.6 hereof). Borrower Borrowers 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 PropertyIndividual Properties, and shall promptly pay for all utility services provided to the Property. Individual Properties. (b) After prior written notice to Lender, BorrowerBorrowers, at its their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is Borrowers are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower Borrowers 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the related Individual Property; and (viivi) Borrower Borrowers shall furnish such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon (unless Borrowers have paid all of the Taxes or Other Charges under protest). Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the related Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, howeverexcept for those Taxes and Other Charges for which a valid extension for payment has been duly filed and payment of such Taxes and Other Charges is not required until the extended deadline (or if payment is required earlier, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereofsuch payment has been made). Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days on or prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for or cause to be paid for all utility services provided to the PropertyProperty for which Borrower is responsible. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; , (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to Other Charges from the Mortgage; Property, (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish 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 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.; and

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as prior to the date the same shall become due and payabledelinquent; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver Upon Lender’s written request therefor from time to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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. time, Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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, and shall promptly pay for all utility services provided to the PropertyProperty prior to the date the same shall become delinquent. After prior written notice to Lender, Borrower, at its Borrower’s 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) 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 contest; (viv) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viiv) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; (vi) Borrower shall have deposited with Lender adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest (provided, however, that Borrower shall not be required to deposit such reserves with Lender, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Lender pursuant to Section 3.7 hereof, and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Subject to Section 7.2 hereof, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation prior to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereofdelinquency. Borrower will shall, not later than ten (10) Business Days after receipt of a written request from Administrative Agent, deliver to Lender Administrative Agent receipts for payment or other evidence reasonably satisfactory to Lender Administrative Agent that the all Taxes and Other Charges that are due and payable at such time have been so duly paid or are not then delinquent no later than ten (10) days by Borrower prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent delinquency (provided, however, that Administrative Agent shall have no right to deliver such written request to Borrower is not required to furnish such receipts for payment of Taxes in the event during any period that such Taxes have been and Other Charges are being paid by Lender Administrative Agent pursuant to Section 7.1 7.2 hereof). 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 PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider). After prior written notice to LenderAdministrative Agent, Borrower, at its Borrower’s 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 Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (vd) Borrower 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viif) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by LenderAdministrative Agent, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender Administrative Agent may pay over any such cash deposit or part thereof held by Lender Administrative Agent to the claimant entitled thereto at any time when, in the judgment of LenderAdministrative Agent, the entitlement of such claimant is established or the any Individual 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 the related Mortgage being primed by any related Lien.

Taxes and Other Charges. (a) Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as before the same become due and payabledelinquent; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 9.6 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges at least five (5) days prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 9.6 hereof). 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 which is not a Permitted Encumbrance, and shall promptly pay in the ordinary course of its business for all utility services provided to the Property. If Borrower shall fail to pay any Taxes or Other Charges in accordance with this Section 5.4 and is not contesting or causing a contesting of such Taxes or Other Charges in accordance with Section 5.4(b) below, or if there are insufficient funds in the Tax and Insurance Reserve Account to pay any Taxes or Other Charges, Lender shall have the right, but shall not be obligated, to pay such Taxes or Other Charges, and Borrower shall repay to Lender, on written demand, within ten (10) days, any amount paid by Lender, with interest thereon at the Default Rate from the date of the advance thereof to the date of repayment, and such amount shall constitute a portion of the Debt secured by the Mortgage. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty (unless Borrower first pays the Imposition or charge; and (viivi) Borrower shall furnish such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be reasonably requested by Lender if Taxes have not been paid per Section 9.6 to Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon (unless Borrower has paid all of the Taxes or Other Charges under protest); (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability; (viii) such contest shall not affect the ownership, use or occupancy of the Property; and (ix) Borrower shall, upon written request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i)-(viii) of this Section 5.4(b). Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any imminent danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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 PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual 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 the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender Agent receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required pay, or cause Mortgage Borrower to pay, Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.1 hereof6.3 of the Mortgage Loan Agreement). Borrower shall not suffer permit or suffer, and shall promptly discharge or cause Mortgage Borrower to be paid and discharged discharge, any Lien or charge whatsoever which may be against any Property or become a Lien or charge against the PropertyCollateral with respect to Taxes and Other Charges, and shall promptly pay pay, or cause Mortgage Borrower to pay, for all utility services provided to the such Property. After prior written notice to LenderAgent, Borrower, at its own expense, may, and may cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the no Property nor or Collateral or any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower shall promptly upon final determination thereof pay pay, or cause Mortgage Borrower to pay, the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such the contested Taxes or Other Charges from the Propertyapplicable Property or Collateral; and (viivi) Borrower shall furnish such deposit with Agent cash, or other security as may be required in the proceeding, or as may be reasonably requested by LenderAgent, in an amount not to exceed one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, provided that no such cash or other security shall be required if (A) Agent reasonably determines that there are sufficient funds in the Tax Account under the Mortgage Loan Agreement for payment of such Taxes or Other Charges and any interest or penalties that may accrue thereon, or (B) Mortgage Lender is requiring such cash or other security pursuant to Section 4.6(vi) of the Mortgage Loan Agreement so long as the provisions of Section 4.6 of the Mortgage Loan Agreement are complied with, (vii) failure to pay such Taxes or Other Charges will not subject Agent or any Lenders to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the applicable Property or the ownership of the Collateral, and (ix) Borrower shall, upon reasonable request by Agent, give Agent prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender Agent may pay over any such cash deposit or part thereof other security held by Lender Agent to the claimant entitled thereto at any time when, in the judgment of LenderAgent, the entitlement of such claimant is established or the applicable Property or Collateral (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage secured by such Property or the Lien of Collateral relating to such Property being primed by any related Lien.

Taxes and Other Charges. Borrower shall Lessee agrees to comply with all laws, regulations and governmental orders related to the Lease and to the manufacture, purchase, ownership, maintenance, modification, delivery, installation, possession, condition, use, acceptance, rejection, operation or return of the Equipment and to pay when due, and to defend and indemnify and hold Lessor harmless from and against any and all Taxes claims, losses, damages, penalties, actions, suits and Other Charges liabilities resulting from license fees, assessments, and sales, use, property, excise, privilege and other taxes (including any related interest or penalties) or other charges or fees now or hereafter levied imposed by any governmental body or assessed agency upon any Equipment, or imposed against with respect to the Property manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). In no event shall Lessor have any obligation to advise, submit bills or any part thereof as advice or Page 6 Initial JP / KR ------- material to Lessee with respect to any tax on or relating to the same become due and payable; providedEquipment or its manufacturing, howeverordering, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other evidence satisfactory disposition thereof or the rentals hereunder. If local law does not permit direct payment by Lessee of any of the foregoing and/or if Lessor is required to Lender that file a report or return, Lessee will timely advise Lessor as to its inability under local law to make direct payment and the Taxes amount thereof and/or furnish Lessor with such forms, data and Other Charges have been so paid information as will enable it to make and file such report or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paidreturn. Borrower Lessee shall promptly furnish to Lender receipts for the Lessor written evidence of Lessee's payment of the Taxes and foregoing when due, or, at Lessor's request, remit such payments to Lessor. If any of the Other Charges prior to the date the same foregoing shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been be paid by Lender pursuant to Section 7.1 hereof). Borrower Lessor, Lessee 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower shall reimburse Lessor therefor 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security demand as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lienadditional rent hereunder.

Taxes and Other Charges. Borrower shall pay or shall cause Owner or Operator Tenants to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquency. Borrower shall furnish to Lender receipts or other reasonable evidence for the payment of the Taxes and the Other Charges prior to the date within five (5) days of Lender’s written request after the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)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, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncuredintentionally omitted; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) 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 and such proceeding proceedings shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost by reason thereof; (vd) Borrower 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 are payable in connection therewith; (vie) if such Taxes have not been paid, such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viif) Borrower shall furnish such security as may be is required in the proceeding, or as may be is reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, if found to be valid, 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, in the reasonable judgment of Lender, the entitlement of such claimant is established or the any Individual 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 the any Mortgage being primed by any related Lien. Notwithstanding the foregoing, no such security will be required if Owner has provided security for such Alteration to Senior Lender pursuant to the Senior Loan Documents.

Taxes and Other Charges. Borrower shall pay cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, that Borrower’s obligation to cause Mortgage Borrower to directly pay Taxes and Other Charges shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 7.1 hereof7.2 of the Mortgage Loan Agreement. At any time that Mortgage Borrower will is required to deliver to Mortgage Lender receipts for payment or other evidence satisfactory to Lender reasonably that the all Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)5.1.2 of the Closing Date Mortgage Loan Agreement and upon the request of Lender at any time during the continuance of an Event of Default, Borrower shall cause such receipts or other evidence to be delivered to Lender. Borrower shall not suffer suffer, and shall not permit Mortgage Borrower to suffer, and shall promptly cause Mortgage Borrower to be paid pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for cause Mortgage Borrower to pay, or cause to be paid, all utility services provided to the PropertyProperties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider). After prior written notice to Lender, Mortgage Borrower, at its own expense, may contest 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 Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (vd) Mortgage Borrower shall shall, promptly upon final determination thereof 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viif) Mortgage Borrower shall furnish have furnished to Mortgage Lender such security as may be required in pursuant to the proceedingClosing Date Mortgage Loan Agreement, or as may be requested by if Mortgage Lender shall have waived such security, Borrower shall have furnished such security to Lender. In the event that any such security is deposited with Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit the same or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the any Individual 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 the related Mortgage being primed by any related Lien.

Taxes and Other Charges. Pledgor shall pay, or shall cause Mortgage Borrower shall pay to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided. Pledgor shall furnish, howeveror cause to be furnished, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower that Pledgor is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.1 hereof7.2 of the Mortgage Loan Agreement, Mezzanine A Lender pursuant to a similar arrangement as set forth in the Mezzanine A Loan Documents, Mezzanine B Lender pursuant to a similar arrangement as set forth in the Mezzanine B Loan Documents or Mezzanine C Lender pursuant to a similar arrangement as set forth in the Mezzanine C Loan Documents). Borrower Pledgor shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to be paid promptly pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerPledgor, at its own expense, may may, or cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Pledgor and Mortgage Borrower is are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither none of the Collateral, the Mezzanine A Collateral, the Mezzanine B Collateral, the Mezzanine C Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Pledgor shall, or shall cause Mortgage Borrower shall to, 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) Borrower Pledgor shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property or any asset of Pledgor (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 any Security Instrument or the Mortgage Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as prior to the date the same shall become due and payabledelinquent; provided, however, BorrowerXxxxxxxx’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver Upon Xxxxxx’s written request therefor from time to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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. time, Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). Except for 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, and shall promptly pay for all utility services provided to the PropertyProperty prior to the date the same shall become delinquent. After prior written notice to Lender, Borrower, at its Borrower’s 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) 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 contest; (viv) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viiv) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderXxxxxx, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender Xxxxxx to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay, or shall cause its Tenant(s) to pay (to the extent any Tenant is obligated to make such payments under its Lease) all Property Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Property, or any part thereof thereof, as the same become due and payablepayable (and with respect to Property Taxes, prior to the date the same become delinquent); provided, however, Borrower’s obligation to directly pay Property Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender Agent receipts for payment or other evidence satisfactory to Lender Agent that the Property Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Property Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (; provided, however, Borrower is not required to furnish such receipts for payment of Property Taxes in the event that such Property Taxes have been paid by Lender Agent pursuant to Section 7.1 hereof). Subject to the terms of this Section 5.1.2 and Section 5.2.2, 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 PropertyProperty or any portion thereof (other than Permitted Encumbrances), and shall promptly pay for all utility services provided to the Property. After prior written notice to LenderAgent, 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 Property Taxes or Other Charges, ; provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and USActive 36631986.12 -93- such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (vd) Borrower shall promptly upon final determination thereof pay the amount of any such Property Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (vie) such proceeding shall suspend the collection of such contested Property Taxes or Other Charges from the PropertyProperty (except that if such Property Taxes or Other Charges must be paid sooner in order to avoid being delinquent, then Borrower shall cause the same to be paid prior to delinquency, and upon making such payment prior to delinquency Borrower may continue such contest); and (viif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderAgent, to insure the payment of any such Property Taxes or Other Charges, together with all interest and penalties thereon. Lender Agent may pay over any such cash deposit or part thereof held by Lender Agent to the claimant entitled thereto at any time when, in the judgment of LenderAgent, 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 the Building Loan Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall The Subscriber agrees to pay all Taxes directly and Other Charges now indirectly imposed sales tax or hereafter levied other taxes required in connection with the Monitoring Services, including but not limited to charges made by any internet service provider or other utility for service of the network servicing the System, any increase in electricity charges, and any building permit or other fees required under any ordinances or laws in order to monitor and/or maintain the Monitoring Services at the Premises. Blue Eye may pass these charges through to the Subscriber at any time. • Expenses and penalties, including, without limitation, false alarm fees, assessed or imposed against the Property Subscriber and/or Blue Eye by any court or any part thereof as the same become due and payable; providedlocal, however, Borrower’s obligation to directly pay Taxes state or federal governmental agency shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment sole responsibility of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). Borrower shall not suffer Subscriber and shall promptly cause be paid immediately. If Blue Eye receives an excessive number of false alarms (to be paid determined in its sole discretion) Blue Eye may terminate the Monitoring Services and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior these Terms immediately upon written notice to Lenderthe Subscriber. If the Response Protocol involves contacting municipal or other public service authorities, Borrowerthen the Subscriber shall be responsible for any “false alarms.” In addition to all other legal remedies set forth in these Terms, Blue Eye may, at its own expenseoption, may contest be excused from further performance if it determines, in its sole discretion, that the Subscriber intentionally or recklessly caused any such “false alarm.” Blue Eye’s excuse from performance shall not affect its right to recover damages from the Subscriber. In the event a fine, penalty, or fee is assessed against Blue Eye by appropriate legal proceeding, promptly initiated and conducted a governmental or municipal agency in good faith and connection with due diligencethe System or the Monitoring Services, the amount or validity or application in whole or in part Subscriber agrees to promptly reimburse Blue Eye for the same. The Subscriber represents that the Subscriber fully understands that the System is subject to the influence of any Taxes or Other Charges, provided that (i) external events which are not within the control of Blue Eye and which may cause Blue Eye to follow the Response Protocol even though no Default or Event of Default event has occurred which threatens the security of the Premises. Such occurrences shall not excuse any of the obligations of the Subscriber as set forth in these Terms. • The Subscriber understands and remains uncured; (ii) Borrower is permitted to do so under agrees that the provisions Subscriber will be responsible for acquiring and renewing all applicable licenses and permits required by any government authority in connection with the Monitoring Services. IF THE SUBSCRIBER FAILS TO MAINTAIN AND/OR PROVIDE OR UPDATE ANY REQUIRED LICENSE OR PERMIT, BLUE EYE WILL NOT BE HELD RESPONSIBLE FOR PERFORMING THE MONITORING SERVICES AND MAY TERMINATE THE MONITORING SERVICES WITHOUT NOTICE TO THE SUBSCRIBER. • The Subscriber shall promptly reimburse Blue Eye for fees assessed against Blue Eye as a result of an emergency call originating from the Premises. • The Subscriber acknowledges that Blue Eye specifically disclaims any mortgage responsibility for services associated with notifying or deed dispatching paramedics, doctors and other medical personnel and/or ambulance services and if there are any charges incurred as a result of trust superior in lien to the Mortgage; (iii) such proceeding notification, said charges 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 responsibility of the Lien of Subscriber, whether or not the Mortgage being primed Subscriber requested such notice and whether or not such entities were correctly or incorrectly notified by any related LienBlue Eye.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten thirty (1030) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the any Property, and shall promptly pay for all utility services provided to each Property (except to the Propertyextent that any such utility charge is the direct obligation of a tenant pursuant to a separate meter). After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; , (ii) Borrower is permitted to do so under has paid in full the provisions Taxes or Other Charges or such proceeding shall suspend the collection of any mortgage the Taxes or deed of trust superior in lien to Other Charges from the Mortgage; applicable Property, (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither the such Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish 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 or Other Charges, together with all interest and penalties thereon; and (vi) Borrower 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. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall cause the Owner Parties to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay payable except those Taxes shall be suspended for so long as Borrower complies and other charges paid in accordance with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver shall furnish, or cause to be furnished, to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). Borrower shall not suffer and shall not permit the Owner Parties to suffer and shall promptly cause the Owner Parties to be paid promptly pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Collateral or the Property, and shall cause the Owner Parties to promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own or any Owner Party’s expense, may or may permit such Owner Party 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 Taxes Taxes, Other Charges or Other ChargesLiens, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or such Owner Party is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the Collateral nor the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower shall, or shall cause such Owner Party to promptly upon final determination thereof pay the amount of any such Taxes Taxes, Other Charges or Other ChargesLiens, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such contested Taxes or Taxes, Other Charges or Liens from the PropertyProperty or any asset of Borrower or such Owner Party; and (viivi) Borrower shall or shall cause such Owner Party to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes Taxes, Other Charges or Other ChargesLiens, together with all interest and penalties thereon. Lender may pay over any may, upon reasonable notice to Borrower, apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement validity or applicability of such claimant Taxes, Other Charges or Liens is established or the Property or the Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien Liens of the Mortgage Security Instruments being primed by any related Lien.

Taxes and Other Charges. (a) Borrower shall pay (or cause Mortgage Borrower to pay or cause Mortgage Borrower to cause each Tenant to pay) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property (or any part thereof portion thereof) or the Collateral (or any portion thereof) as the same become due and payable; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower’s obligation to cause such Taxes to be directly pay Taxes paid shall be suspended for so long as Borrower complies with the terms and provisions of Article 9 hereof and causes Mortgage Borrower to comply the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment 8.6 of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)Mortgage Loan Agreement. Borrower shall not suffer (or permit to be suffered) and shall promptly cause Mortgage Borrower to be paid and discharged discharge or cause each Tenant to discharge any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the PropertyProperty (or any portion thereof), and shall promptly pay or cause Mortgage Borrower to pay or cause each Tenant to pay for all utility services provided to the Property. Property (or any portion thereof). (b) After prior written notice to Lender, Borrower or Mortgage Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be permitted by and conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iviii) neither the applicable Individual Property (or any portion thereof) nor the Collateral (or any part thereof portion thereof) or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower or Mortgage Borrower shall promptly upon final determination thereof pay (or cause to be paid) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Individual Property or the Collateral, as applicable; and (viivi) to the extent that the aggregate amount being contested by Borrower or Mortgage Borrower under this Section 4.5(b) at any time exceeds $1,000,000 (except with respect to tax certiorari proceedings in the ordinary course of business), Borrower shall furnish, or shall cause Mortgage Borrower to furnish or cause the applicable Tenant to furnish, to Mortgage Lender such security as may be required pursuant to the Mortgage Loan Agreement, or if Mortgage Lender shall have waived in writing such security, Borrower shall furnish to Lender such security as may be required in the proceeding, proceeding or such reserve deposits as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Subject to Mortgage Lender’s rights under the Mortgage Loan Documents, Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of LenderLxxxxx, the entitlement of such claimant is established or the applicable Individual Property (or part thereof or interest therein) or the Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any imminent danger of the Lien lien of the Mortgage Security Instrument or the Pledge Agreement being primed by any related Lienlien. Notwithstanding the foregoing, to the extent permitted by a Lease, a Tenant may freely contest (or permit to be contested) by appropriate legal proceeding the amount or validity or application in whole or in part of any Taxes or Other Charges; provided that Borrower complies with the terms and conditions set forth in this Section 4.5(b).

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the each Property or any part thereof as the same before they become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereofdelinquent. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten thirty (1030) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged disc harged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the any Property, and shall promptly pay for all utility services provided to the any Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; , (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to Other Charges from the Mortgage; applicable Property, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which an Individual Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither the such Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish 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 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.; and

Taxes and Other Charges. Pledgor shall pay, or shall cause Mortgage Borrower shall pay to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided. Pledgor shall furnish, howeveror cause to be furnished, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower that Pledgor is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.1 hereof7.2 of the Mortgage Loan Agreement or Mezzanine A Lender pursuant to a similar arrangement as set forth in the Mezzanine A Loan Documents). Borrower Pledgor shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to be paid promptly pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerPledgor, at its own expense, may may, or cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Pledgor and Mortgage Borrower is are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither none of the Collateral, the Mezzanine A Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Pledgor shall, or shall cause Mortgage Borrower shall to, 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) Borrower Pledgor shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property or any asset of Pledgor (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 any Security Instrument or the Mortgage Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. (a) Borrower shall pay pay, or cause to be paid, prior to the time any interest or penalty may be imposed due to late payment, all Taxes taxes, assessments, water rates, sewer rentals, dues, charges, fees, levies, fines, impositions, liabilities, obligations and Other Charges encumbrances and other charges of every nature and to whomever assessed, including, without limitation, all obligations of Borrower under the Second Amended and Restated PILOT Agreement referred to in the Master Lease, that may now or hereafter be levied or assessed or imposed against upon the Mortgaged Property or any part thereof thereof, or upon Borrower's interest in the Rents, or upon this Mortgage or the Obligations or upon or against the interest of Mortgagee in the Mortgaged Property, whether any or all of such items be levied directly or indirectly, as well as income taxes, assessments and other governmental charges levied and imposed by the same become due United States of America or any state, county, municipality or other taxing authority upon or against Borrower or in respect of the Mortgaged Property (all of the foregoing herein referenced to as “Taxes” or individually as a “Tax”) and, upon request, Borrower shall deliver to Mortgagee receipted bills evidencing payment therefor. Notwithstanding anything to the contrary contained herein, Borrower shall have the right, at its own expense and payable; after prior written notice to Mortgagee, by appropriate proceedings duly instituted and diligently prosecuted, to contest in good faith the validity or amount of any such Taxes in the manner provided by law, in which event, Borrower shall: (i) pay in full, under protest in the manner provided by law, any Tax that Borrower may desire to contest, or (ii) withhold the payment thereof, if contest of any Tax may be made without the payment thereof, provided, however, Borrower’s obligation that: (A) such contest shall have the effect of preventing the sale or forfeiture of the Mortgaged Property or any part thereof, or any interest therein, to directly pay Taxes shall be suspended for so long as satisfy such Tax; (B) Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are has, not then delinquent no later less than ten five (105) days prior to the date on which the Taxes and/or Other Charges would otherwise amount of such Tax shall be delinquent if not paid. increased by reason of interest, penalties or costs, notified Mortgagee in writing of the intention of Borrower to contest the same; (C) Borrower shall furnish have furnished Mortgagee from time to Lender receipts time as Mortgagee may request such security or bond or indemnification satisfactory to Mortgagee for the final payment and discharge thereof and an additional sum to cover possible interest, costs and penalties; and (D) in the event of a final ruling or adjudication adverse to Borrower, Borrower shall promptly pay such Tax, plus any interest, penalty or additional charge thereon; and (iii) all costs and expenses incidental to any such contest shall be paid by Borrower. (b) Notwithstanding anything to the contrary contained herein, in order to more fully protect the security afforded hereby, Borrower shall, at Mortgagee's request, to be exercised if there exists a pattern of delinquencies in payment of the Obligations or Taxes or upon the occurrence of two defaults beyond applicable grace periods within any six (6) month period, pay to Mortgagee, on the first of each month, a sum equal to one-twelfth (1/12) of the annual taxes, payments in lieu of taxes, municipal water rates, sewer rents and assessments, if any, levied or to be levied against the Other Mortgaged Property and of the fire and other hazard insurance premiums next becoming due (all hereinafter referred to as the “Charges”), all as reasonably estimated by Mortgagee, so that Mortgagee shall have sufficient funds to pay the Charges prior on the first day of the month preceding the month in which they become due. If, from time to time, Mortgagee shall reasonably determine that the date balance of the funds held by it to pay the Charges is or will be insufficient to pay any of the Charges when the same shall become delinquent (provideddue, Borrower shall pay to Mortgagee, on demand, any amount necessary to remedy any deficiency. Mortgagee shall hold all amounts to pay the Charges before same become delinquent, with the right, however, of Mortgagee to apply, after an Event of Default, any sum so received as hereinafter provided. If, after an Event of Default, there is a public or private sale of the Mortgaged Property covered hereby, or if Mortgagee acquires any of the Mortgaged Property otherwise after an Event of Default, Mortgagee shall have the right to apply the balance then remaining in the funds accumulated to pay the Charges, either as a credit against the balance of the Obligations then remaining unpaid or to the payment of any of the Charges. The funds held by Mortgagee under this section may be commingled with the general funds of Mortgagee who shall not be liable for interest thereon. Mortgagee, in its discretion, may at any time terminate, or thereafter reinstate, any requirement for such payments. (c) In the event of the passage of any state, federal, municipal or other governmental law, order, rule or regulation, subsequent to the date hereof, in any manner changing or modifying the laws now in force governing the taxation of debts secured by mortgages or the manner of collecting taxes so as to adversely affect Mortgagee, then, Borrower shall take such action as is necessary to insure, to Mortgagee's satisfaction, that the lien of Mortgagee upon the Mortgaged Property is not required to furnish adversely affected by any such receipts for payment legislative change within thirty (30) days after written notice of Taxes in the event that such Taxes have been paid change by Lender pursuant to Section 7.1 hereof). Mortgagee. (d) Borrower shall not suffer and shall promptly cause claim, demand or be entitled to be paid and discharged receive any Lien or charge whatsoever which may be or become a Lien or charge credit against the Propertyprincipal or interest payable on the Obligations for so much of the taxes, and shall promptly pay for all utility services provided to assessments or similar impositions assessed against the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount Mortgaged Property or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or that are applicable to the Obligations or to the interest therein will in the Mortgaged Property of Mortgagee. No deduction shall be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges claimed from the Property; and (vii) Borrower shall furnish such security as may be required in taxable value of the proceeding, Mortgaged Property or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 reason of the Lien of Obligations, this Mortgage or any other instrument securing the Mortgage being primed by any related LienObligations.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Individual Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower is required to make deposits of Tax Funds and in such case complies with the terms and provisions of Section 7.1 6.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender with Tax Funds on deposit with Lender pursuant to Section 7.1 6.2 hereof). Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyIndividual Properties. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) to the extent required by law, Borrower shall furnish have paid under protest or deposited with the appropriate taxing authority any such security as may be required by applicable law (which must be in the proceeding, or as may be requested by Lender, an amount equal to at least 100% of Taxes plus interest thereon for an additional period of three (3) years) to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, provided, that, if the applicable taxing authority does not require Borrower to deliver cash as security while Taxes or Other Charges are being contested by Borrower, Borrower shall deposit cash with Lender or, in lieu of a cash deposit, a Letter of Credit, in the amount required above as security for the payment of such Taxes or Other Charges, as the case may be. Lender may pay over any such cash deposit cash, Letter of Credit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower or Operating Lessee shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is and Operating Lessee need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.1 hereof6.3). Neither Borrower nor Operating Lessee shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower or Operating Lessee, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower or Operating Lessee 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) at the request of Lender, Borrower or Operating Lessee shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower and Operating Lessee shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, BorrowerXxxxxxxx’s obligation to directly pay Taxes shall be suspended for so long as the duration of any Cash Sweep Period during which Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by LenderXxxxxx, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender Xxxxxx to the claimant entitled thereto at any time when, in the reasonable judgment of LenderXxxxxx, 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. (a) Subject to Borrower’s right to contest in accordance with Section 4.5(b) below, Borrower shall pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as prior to the same become due and payablebecoming delinquent or penalties or fees accruing thereon; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower’s obligation to directly pay Taxes at any Individual Property shall be suspended only for so long as Borrower complies with the terms and provisions of Section 7.1 8.6 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are shall, not then delinquent 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 Business Days after receipt of written request from Xxxxxx, furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 8.6 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the PropertyProperty (or any portion thereof), other than Permitted Encumbrances, and shall promptly pay for or cause to be paid all utility services provided to the Property. Property (or any portion thereof). (b) After prior written notice to LenderLender (provided, that, prior written notice shall not be required if such Taxes or Other Charges being contested have been paid in full), Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be permitted by and conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iviii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) to the extent that the aggregate amount reasonably determined to cause Borrower’s compliance with such Taxes and Other Charges exceeds $500,000, Borrower shall furnish such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be requested by LenderXxxxxx, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender Xxxxxx to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the applicable Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien lien of the Mortgage Security Instrument being primed by any related Lienlien.

Taxes and Other Charges. Except as otherwise provided in this Section 5.1.12, Borrower shall pay pay, or shall cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay Taxes shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 7.1 hereof7.2 of the Mortgage Loan Agreement. Except as otherwise provided in this Section 5.1.2, Borrower will shall, not later than five (5) Business Days after receipt of a written request from Lender, deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, Borrower is shall not be required to furnish such receipts for payment of Taxes in the event and Other Charges during any period that such Taxes and Other Charges have been paid by Mortgage Lender pursuant to Section 7.1 hereof7.2 of the Mortgage Loan Agreement). Borrower shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause to be paid and discharged Mortgage Borrower to promptly pay and discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for for, or cause to be paid, all utility services provided to the Property. After prior written notice to Lender, Borrower, at its or Mortgage Borrower’s own expense, may contest or cause Mortgage Borrower to contest, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is and Mortgage Borrower are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Pledged Collateral nor the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower shall, or shall cause Mortgage Borrower to, 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) Borrower shall, or shall cause Mortgage Borrower to, furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes 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, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property or the Pledged Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related LienLien and (vii) Borrower shall deliver written notice of such contest to Lender.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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 PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, the entitlement of such claimant is established or the any Individual Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Except as otherwise provided in this Section 5.1.2, Borrower and/or Operating Lessee shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payableprior to delinquency; provided, however, Borrower’s and/or Operating Lessee’s obligation to directly pay Taxes and Other Charges shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Except as otherwise provided in this Section 5.1.2, Borrower will shall, or shall cause Operating Lessee to, not later than five (5) Business Days after receipt of a written request from Lender, deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges with respect to the Property have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, neither Borrower is not nor Operating Lessee shall be required to furnish such receipts for payment of Taxes in the event that such Taxes and Other Charges during any period that Taxes and Other Charges have been paid by Lender pursuant to Section 7.1 hereof7.2 hereof or by Manager or, prior to an R&A Manager Event, R&A Sub-Manager pursuant to the Management Agreement or the R&A Management Agreement). Except as otherwise provided in the following sentence, neither Borrower nor Operating Lessee shall not suffer suffer, and Borrower and Operating Lessee shall promptly cause to be paid and discharged discharged, any Lien (other than Permitted Encumbrances) or charge whatsoever which may be or become a Lien or charge against the PropertyProperty (other than Permitted Encumbrances), and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower or Operating Lessee, at its own expense, may contest 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Operating Lessee is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost during the pendency thereof; (viv) Borrower or Operating Lessee 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty during the pendency thereof; and (viivi) Borrower or Operating Lessee shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; and (vii) Borrower or Operating Lessee shall deliver written notice of such contest to Lender. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall promptly pay or cause the SHP Subsidiaries to pay all Taxes taxes, assessments, governmental licenses and impositions, and other similar charges (the “Taxes”), all ground rents, maintenance charges, charges for utility services and similar charges (the “Other Charges Charges”), in each case now or hereafter levied or assessed or imposed against any of the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will, or will cause the SHP Subsidiaries to, deliver to Lender receipts for payment or other Administrative Agent, on a quarterly basis, evidence satisfactory to Lender Administrative Agent that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender delinquent, including without limitation, paid receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, howeverdelinquent. Subject to the Senior Loan, Borrower is not required to furnish such receipts for payment of Taxes in or the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, BorrowerSHP Subsidiaries, at its their own expense, may contest by appropriate legal proceedingproceedings, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes of the Taxes, Other Charges or Other Chargesany Lien (other than the Lien of the Loan Documents or Senior Loan Documents) provided that, provided that and only for so long as (i1) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv2) neither any of the Property Properties nor any part thereof or interest therein will in the opinion of Administrative Agent be in danger of being sold, forfeited, terminated, cancelled or lost; (v3) in the case of Taxes, Borrower or the SHP Subsidiaries have paid the same before such amounts become delinquent even though Borrower is contesting the same; (4) such contest shall be permitted under and be conducted in accordance with Applicable Law and in accordance with the provisions of any other instrument or agreement affecting any of the Properties to which Borrower or the SHP Subsidiaries is subject (including the Senior Loan Documents) and shall not constitute a default thereunder; (5) Borrower shall or the SHP Subsidiaries promptly upon final determination thereof pay pays any contested amount if and to the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (vi) such proceeding shall suspend extent the collection outcome of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure contest requires the payment of the same; (6) unless Borrower or the SHP Subsidiaries shall have paid the same under protest or Senior Lender shall have undertaken any such Taxes of the following if permitted by the Senior Loan Documents; at Administrative Agent’s option Borrower or Other Chargesthe SHP Subsidiaries shall have either (i) deposited with Administrative Agent adequate cash reserves for the payment thereof, together with all interest and penalties which may accrue thereon. Lender , or (ii) furnished to Administrative Agent such other security Administrative Agent may pay over any such cash deposit or part thereof held by Lender deem adequate to insure the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement payment of such claimant is established contested amounts together with all interest and penalties which may accrue thereon; provided, however, Administrative Agent and the Lenders agree that Borrower or the Property SHP Subsidiaries may satisfy the requirements of this clause (6) by obtaining in favor of Administrative Agent and each Lender an indemnity (in form and content reasonably acceptable to Administrative Agent) from a title insurance company or part thereof other surety acceptable to Administrative Agent in respect of any Lien being contested by the Borrower so long as at no time shall the aggregate amount of all then outstanding Liens for which an indemnity has been obtained exceed the sum of $50,000. In addition, if the contested Taxes or interest therein) Other Charges are not paid in full when such Loan Party commences such contest, then such proceeding must suspend the collection of Taxes and Other Charges. In addition, Borrower shall be pay to Administrative Agent upon demand, any reasonable costs incurred by Administrative Agent in danger of being soldensuring compliance by such Loan Party with this Section 5.12 including reasonable attorney’s fees, forfeited, terminated, cancelled or lost or there shall be monitoring and evaluating expenses and any danger of the Lien of the Mortgage being primed by any related Lientax service fees.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s 's obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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. 6.2 hereof Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 6.2 hereof). Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay payable or request that such Taxes shall and Other Charges be suspended for so long as Borrower complies with paid from amounts in the terms Tax and provisions of Section 7.1 hereofInsurance Escrow Fund. Borrower Borrowers will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, Borrower is that Borrowers are not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.3 hereof). Borrower Other than for Permitted Encumbrances, Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the any Property, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrowers, at its their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; , (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to Other Charges from the Mortgage; applicable Property or Properties, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is Borrowers are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither the any Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower Borrowers 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish 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 or Other Charges, together with all interest and penalties thereon; and (vi) Borrowers 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. Prior written notice of any such contest must be given to Lender if the contested Taxes or Other Charges have not been paid prior to initiation of the contest. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is that Borrowers need not required to pay directly Taxes nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.1 hereof6.2). Borrower Borrowers shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien (other than Permitted Encumbrances) or charge against any of the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrowers, at its their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither none of the Property Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower Borrowers 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty or Properties that are the subject of such contest; and (viivi) Borrower Borrowers shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay (or cause to be paid pursuant to the WaMu Leases) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten five (105) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes Taxes, Other Charges or Other ChargesLien, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiic) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivd) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ve) Borrower 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; (vif) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viig) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Individual Properties or any part thereof as the same become due and payable; provided, however, Borrower’s Borrowers’ obligation to directly pay Taxes shall be suspended for so long as Borrower Borrowers are required to make deposits of Tax Funds and in such case complies with the terms and provisions of Section 7.1 6.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 Borrowers shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, Borrower is that Borrowers are not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender with Tax Funds on deposit with Lender pursuant to Section 7.1 6.2 hereof). Borrower Borrowers shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyIndividual Properties. After prior written notice to Lender, any 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) such Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) to the extent required by law, such Borrower shall furnish have paid under protest or deposited with the appropriate taxing authority any such security as may be required by applicable law (which must be in the proceeding, or as may be requested by Lender, an amount equal to at least 100% of Taxes plus interest thereon for an additional period of three (3) years) to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, provided, that, if the applicable taxing authority does not require Borrower to deliver cash as security while Taxes or Other Charges are being contested by Borrower, Borrower shall deliver cash to Lender or, in lieu of a cash deposit, a Letter of Credit, in the amount required above as security for the payment of such Taxes or Other Charges, as the case may be. Lender may pay over any such cash deposit cash, Letter of Credit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or established. Notwithstanding anything contained herein to the Property (or part thereof or interest therein) shall be contrary, in danger of being soldthe event that Citicorp is permitted, forfeited, terminated, cancelled or lost or there shall be any danger pursuant to the terms of the Lien Citicorp Lease, to contest Taxes or Other Charges and the applicable Borrower is not permitted to require Citicorp to post security for such Taxes or Other Charges being contested by Citicorp, such Borrower shall not be required to comply with the requirements of clause (vi) above with respect to the delivery to Lender or a cash deposit or Letter of Credit, provided, that, such Borrower ensures that Citicorp diligently conducts such contest, that the contest is conducted in accordance with the terms of the Mortgage being primed Citicorp Lease and that the Taxes or Other Charges are promptly paid (if required by any related Lienthe applicable authority) by Citicorp upon completion of the proceedings.

Taxes and Other Charges. Borrower shall and shall cause Mortgage Borrower to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against upon it, upon its income or profits or upon the Property which it owns, the Collateral or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Property Taxes and the Other Charges no later than five (5) days prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)delinquent. Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharged, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty or the Collateral other than any Permitted Encumbrances, subject to any rights of Borrower to contest pursuant to the terms of this Section 4.1.2. To the extent permitted by Mortgage Lender in accordance with the terms of the Mortgage Loan Documents, and shall promptly pay for all utility services provided to the Property. After after prior written notice to Lender, Borrower or Mortgage Borrower, at its own sole cost and 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 Taxes or Other Charges, ; provided that (ia) no Default or Event of Default has occurred and remains uncuredoutstanding; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Borrower, Mortgage Borrower, the Collateral or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (ivc) neither the Property Property, the Collateral nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (vd) Borrower or Mortgage Borrower 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty and the Collateral; and (viif) Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be requested by Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; and (g) such contest by Borrower or Mortgage Borrower is not in violation of the Leases. Lender may pay over over, assign or transfer any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property or the Collateral (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument or the Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.1 hereof6.3). Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would be delinquent if not paid. Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viivi) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) - (viii) of this Section 4.1.3. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled terminated canceled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall (i) Subject to the terms and conditions of the Leases and to the extent payable by Mortgagor, the Mortgagor shall, in accordance with the Lease, pay and discharge by the last day payable without penalty or premium all Taxes taxes of every kind and Other Charges now or hereafter levied nature, water rates, sewer rents and assessments, levies, permits, inspection and license fees and all other charges imposed upon or assessed or imposed against the Property Premises or any part thereof as or upon the revenues, rents, issues, income and profits of the Premises or arising in respect of the occupancy, use or possession thereof. The Mortgagor shall exhibit to the Mortgagee within ten (10) days after request and after the same become due and payable; providedare required to be paid pursuant to the foregoing sentence, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender validated receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for Mortgagee showing the payment of the Taxes such taxes, assessments, water rates, sewer rents, levies, fees and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever other charges which may be or become a Lien lien on the Premises. Should the Mortgagor default in the payment of any of the foregoing taxes, assessments, water rates, sewer rents, levies, fees or charge against other charges, the PropertyMortgagee may, but shall not be obligated to, pay the same or any part thereof and shall promptly pay the Mortgagor shall, on demand, reimburse the Mortgagee for all utility services provided to amounts so paid and such amounts shall bear interest at the Property. After prior written notice to Lender, Borrower, at its own expense, may contest Post-Default Rate until reimbursed. (ii) Nothing in this SECTION 2.9 shall require the payment or discharge of any obligation imposed upon the Mortgagor by appropriate legal proceeding, promptly initiated and conducted subsection (i) of this SECTION 2.9 so long as the Mortgagor shall in good faith and with due diligenceat its own expense contest the same or the validity thereof by appropriate legal proceedings which proceedings must operate to prevent the collection thereof or other realization thereon, the amount sale of the lien thereof and the sale or validity forfeiture of the Premises or application in whole or in any part thereof, to satisfy the same; PROVIDED that during such contest the Mortgagor shall, at the option of the Mortgagee, establish reserves reasonably satisfactory to the Mortgagee, assuring the discharge of the Mortgagor's obligation hereunder and of any Taxes additional interest charge, penalty or Other Chargesexpense arising from or incurred as a result of such contest; and PROVIDED, provided FURTHER, that if at any time payment of any obligation imposed upon the Mortgagor by subsection (i) no Default of this SECTION 2.9 shall become necessary to prevent the delivery of a tax deed conveying the Premises or Event any portion thereof or the sale of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions tax lien therefor because of non-payment, or the imposition of any mortgage penalty or cost on the Mortgagee, then the Mortgagor shall pay the same in sufficient time to prevent the delivery of such tax deed or the sale of trust superior in lien to such lien, or the Mortgage; imposition of such penalty or cost on the Mortgagee. (iii) such proceeding The Mortgagor shall pay when due all (a) premiums for fire, hazard and other insurance required to be permitted under and maintained by the Mortgagor on the Premises pursuant to the terms of SECTION 2.3 hereof, (b) title insurance premiums relating to the insurance to be conducted maintained on the Premises in accordance connection with the Mortgage, and (c) any and all other costs, expenses and charges expressly required to be paid hereunder, and ( subject to the provisions hereof, to be paid for the maintenance and/or protection of, or on account of any other instrument collateral delivered, assigned, pledged, mortgaged, transferred or hypothecated to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof Mortgagee as security for the Indebtedness or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend with the collection execution and delivery of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lienthis Mortgage.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay directly Taxes nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.1 6.3 hereof). Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Properties is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (ivc) neither the Property Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (vd) Borrower 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperties or such Taxes or Other Charges shall have been paid; and (viif) if such Taxes or Other Charges have not been paid, Borrower shall furnish such deposit with Lender, or the applicable Governmental Authority, if required by Legal Requirements, cash or other security as may be required in the proceeding, or as may otherwise be requested by 18 Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon taking into account the amount held in the Tax Account. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay directly Taxes nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.1 6.3 hereof). No Borrower shall not suffer permit or suffer, and Borrowers shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has shall have occurred and remains uncuredbe continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower or Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (ivc) neither the Property Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (vd) Borrower 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; (vie) such proceeding shall suspend the collection of such contested the applicable Taxes or Other Charges being contested from the PropertyProperties; and (viif) except to the extent funds allocable to such Taxes and Other Charges are already deposited with Lender pursuant to Section 6.3 of this Agreement and provided such deposits are not designated for future payment of Taxes and Other Charges, Borrower shall furnish such deposit with Lender cash or other security as may be required in the proceeding, or as may otherwise be reasonably requested by Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (ivc) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 none of the Lien of the Mortgage being primed by any related Lien.Collateral, the

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Individual Properties or any part thereof as prior to the time the same become due and payabledelinquent; provided, however, Borrower’s 's obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts 6.2 hereof and is escrowing for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are has not then delinquent no later than ten (10) days prior delivered a Letter of Credit in lieu of such escrows pursuant to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paidSection 6.9 hereof. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been are to be paid by Lender pursuant to Section 7.1 6.2 hereof). Except as hereinafter provided, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided Individual Properties. Notwithstanding anything to the Property. After contrary contained herein or in any of the other Loan Documents, after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing ; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the -41- applicable Individual Property; and (viivi) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to 100% of (y) any unpaid contested amount, to insure the payment of any such Taxes or Other Charges, together with and (z) all interest and penalties thereon. Lender that may pay over any be assessed thereon during such cash deposit or part thereof held contest as reasonably determined by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as before the same become due and payable; provideddelinquent. Unless Administrative Agent is paying the same directly pursuant to Section 6.2 hereof, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts Administrative Agent receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provideddelinquent. Except for Permitted Encumbrances, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). 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, and shall promptly pay or cause to be paid for all utility services provided to the Property. After prior written notice to LenderAdministrative Agent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viii) Borrower 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; (viiv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viiv) if such contest occurs or continues after the date such Taxes or Other Charges were due and payable and the same were not paid under protest, Borrower shall deliver written notice thereof to Administrative Agent and shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderAdministrative Agent (not to exceed one hundred ten percent (110%) of the contested amount), to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender Administrative Agent, on behalf of the Lenders, may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto Administrative Agent at any time when, in the judgment of LenderAdministrative Agent, the entitlement validity or applicability of such claimant is Taxes or Other Charges are 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 the Mortgage Security Instrument being primed by any related Lien, and shall otherwise return the balance of such security to Borrower upon the resolution of the applicable contest. As a matter of clarification, Administrative Agent shall not require additional security to the extent that an adequate reserve has already been funded for such Taxes or Other Charges. Nothing in this Section 4.1.2 or otherwise set forth in this Agreement shall be deemed to relieve Borrower from its obligation to timely pay Taxes.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Homes or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquency. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)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 PropertyHomes or the Home Leases, and shall promptly pay for all utility services provided to the PropertyHomes. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Lien, Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property no Home or Lease or Lease Services Agreement, nor any part thereof or of any interest therein in the foregoing, will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Home; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may may, after notice to Borrower, pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or, in the reasonable judgment of Lender, any Home or the Property Lease or Lease Services Agreement (or part thereof or interest thereintherein of any interest in the foregoing) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Agreement being primed by any related Lien.

Taxes and Other Charges. Each Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the its Property or any part thereof as the same become due and payable; provided, however, with respect to Taxes and Other Charges that are due more than sixty (60) days after the Closing Date, Borrower’s obligation to directly pay Taxes shall be suspended during a Cash Management Sweep Period for so long as Borrower complies with the terms and provisions of Section 7.1 6.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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. Upon Lender’s request, Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 6.2 hereof). No Borrower shall not suffer permit or suffer, and each Borrower shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien lien or charge against any of the Property, and shall promptly pay for all utility services provided to the PropertyCollective Properties. After prior written notice to Lender, a 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 Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the applicable Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (vd) the applicable Borrower 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the affected Property; and (viif) Borrower shall either (i) furnish such security as may be required in the proceeding, or (ii) deposit with Lender cash, or other security as may be requested reasonably required by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established established. To the extent a Tenant is contesting Taxes or Other Charges in accordance with the Property (or part thereof or interest therein) shall be in danger terms of being sold, forfeited, terminated, cancelled or lost or there shall be its Lease and the Tenant otherwise satisfies any danger of the Lien foregoing requirements set forth in clauses (a) through (f) above, Lender shall not separately require that the Borrower satisfy such requirements provided that Lender is in receipt of reasonable evidence to verify the Mortgage being primed by Tenant’s compliance with this Section 4.1.2. The foregoing shall also not be deemed to limit or otherwise prohibit a Tenant from otherwise exercising any related Lienseparate rights of contest which may be granted to it pursuant to the terms of its Lease.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Property, or any part thereof as the same become due and payablethereof, prior to delinquency; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of adequate reserves for same are maintained pursuant to Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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 and that is prohibited in accordance with Section 5.2.2 hereof, and shall promptly pay for all utility services provided to the PropertyProperty prior to delinquency. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes Taxes, Other Charges or Other Chargesother Liens, provided that provided, that: (ia) no Release Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so contest same under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiic) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivd) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ve) Borrower 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; (vif) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (viig) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage or the Second Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower Mortgagor shall pay all Taxes real estate taxes, water and Other Charges now sewer rents, excise levies, vault and other license or hereafter levied permit fees, local taxes, transit taxes, levies and assessments, fines, fire protection, police protection, and similar charges payable under the Ground Lease, impositions, and other similar claims and liens assessed, or assessed or imposed which may be assessed, against the Property Premises or any part thereof thereof, (all such taxes, water and sewer rent charges, excise levies, vault and other license or permit fees, local taxes, transit taxes, levies and assessments, fines, impositions and other similar claims and liens, together with the utility charges described below being hereinafter sometimes referred to as "Impositions", and any of the same become due and payable; providedbeing hereinafter referred to as an "Imposition") without any deduction or abatement, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date dates on which the Taxes and/or Other Charges would otherwise be delinquent such Impositions commence to bear interest or penalties, and shall, if requested in writing by Mortgagee, not paid. Borrower shall furnish later that such dates produce to Lender Mortgagee receipts for the payment thereof in full, and shall pay every other tax, assessment, claim, fine, lien or encumbrance which may at any time be or become a lien upon the Premises prior to, or on a parity with, the lien of this Mortgage. If Mortgagor shall in good faith, and by proper legal action, contest any such Impositions or other taxes, assessments, claims, fines, liens, encumbrances, or charges, or the Taxes validity thereof, then Mortgagor shall not be required to pay the same, or to produce such receipts, during the maintenance of said reserve and as long as such contest operates to prevent enforcement or collection, and such contest is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to Mortgagor; notwithstanding the Other Charges prior foregoing provision, Mortgagor shall not have the right to contest any such Impositions or other taxes, assessments, claims, fines, liens, encumbrances or charges, if any Governmental Authority shall threaten to foreclose any lien affecting the Premises that has arisen because of non-payment any such Impositions or other taxes, assessments, claims, fines, liens, encumbrances or charges (unless such threatened foreclosure shall be stayed by a court of competent jurisdiction), or if in a Mortgagee's reasonable good faith judgment, such contest would materially adversely threaten Mortgagee's security. In addition to the date the same shall become delinquent (providedforegoing, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). Borrower shall not suffer and shall promptly Mortgagor will pay cause to be paid when due and discharged will not suffer to remain outstanding, any Lien charges for utilities and refuse removal, whether public or charge whatsoever which may be or become a Lien or charge against the Propertyprivate, and shall promptly pay for all utility services provided with respect to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related LienPremises.

Taxes and Other Charges. (a) Borrower shall pay (or cause Mortgage Borrower to pay or cause Mortgage Borrower to cause each Tenant to pay) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property (or any part thereof portion thereof), the Mezzanine A Collateral (or any portion thereof) or the Collateral (or any portion thereof) as the same become due and payable; provided, however, Borrowerprior to the occurrence and continuance of an Event of Default, Xxxxxxxx’s obligation to cause such Taxes to be directly pay Taxes paid shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Article 9 hereof and causes (i) Mezzanine A Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that comply with the Taxes terms and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment provisions of Article 9 of the Taxes Mezzanine A Loan Agreement and (ii) Mortgage Borrower to comply the Other Charges prior to terms and provisions of Section 8.6 of the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)Mortgage Loan Agreement. Borrower shall not suffer (or permit to be suffered) and shall promptly cause Mortgage Borrower to be paid and discharged discharge or cause each Tenant to discharge any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the PropertyProperty (or any portion thereof), and shall promptly pay or cause Mortgage Borrower to pay or cause each Tenant to pay for all utility services provided to the Property. Property (or any portion thereof). (b) After prior written notice to Lender, Borrower, Mezzanine A Borrower or Mortgage Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower, Mezzanine A Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be permitted by and conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iviii) neither none of the applicable Individual Property nor (or any part thereof portion thereof), the Mezzanine A Collateral (or any portion thereof), or the Collateral (or any portion thereof) or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower, Mezzanine A Borrower or Mortgage Borrower shall promptly upon final determination thereof pay (or cause to be paid) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property, the Mezzanine A Collateral or the Collateral, as applicable; and (viivi) to the extent that the aggregate amount being contested by Borrower Mezzanine A Borrower or Mortgage Borrower under this Section 4.5(b) at any time exceeds $1,000,000 (except with respect to tax certiorari proceedings in the ordinary course of business), Borrower shall furnish, or shall cause Mezzanine A Borrower and Mortgage Borrower to furnish or cause the applicable Tenant to furnish, to Mortgage Lender or Mezzanine A Lender, as applicable, such security as may be required by the Mortgage Loan Agreement and/or the Mezzanine A Loan Agreement or, if each of Mortgage Lender and Mezzanine A Lender shall have waived in writing such security, Borrower shall furnish to Lender such security as may be required in the proceeding, proceeding or such reserve deposits as may be requested by LenderXxxxxx, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Subject to Mortgage Lender’s rights under the Mortgage Loan Documents and Mezzanine A Lender’s rights under the Mezzanine A Loan Documents, Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the applicable Individual Property (or part thereof or interest therein), the Mezzanine A Collateral (or part thereof or interest therein) or the Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any imminent danger of the Lien lien of the Mortgage Security Instrument, Mezzanine A Pledge Agreement or the Pledge Agreement being primed by any related Lienlien. Notwithstanding the foregoing, to the extent permitted by a Lease, a Tenant may freely contest (or permit to be contested) by appropriate legal proceeding the amount or validity or application in whole or in part of any Taxes or Other Charges; provided that Borrower complies with the terms and conditions set forth in this Section 4.5(b).

Taxes and Other Charges. Subject to Borrower’s contest rights as set forth in this Section 4.6, Borrower shall (or shall cause Senior Borrower to) pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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. delinquency, and shall (or shall cause Senior Borrower shall to) upon request furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required pay (or cause Senior Borrower to pay) Taxes directly nor furnish (or cause Senior Borrower to furnish) such receipts for payment of Taxes in the event that such Taxes have been paid by Senior Lender pursuant to Section 7.1 hereof)the Senior Loan Documents. Upon request, Borrower shall not permit or suffer (and shall not permit Senior Borrower to permit or suffer), and shall promptly discharge (or cause Senior Borrower to be paid and discharged discharge), any Lien or charge whatsoever which may be or become a Lien or charge against the Propertyany Individual Property with respect to Taxes and Other Charges, and shall promptly pay (or cause Senior Borrower to pay) for all utility services provided to the any Individual Property. After prior written notice to Lender, Borrower may cause Senior Borrower, at its own Senior Borrower’s 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower shall promptly upon final determination thereof pay (or shall cause Senior Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.39 Mezzanine Loan Agreement

Taxes and Other Charges. Borrower Borrower, Operating Lessee and each other Loan Party shall pay all Taxes and Other Charges applicable to such Loan Party now or hereafter levied or assessed or imposed against the Property Collateral or any part thereof as the same become due and payable; provided. Borrower, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms Operating Lessee and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or each other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). Borrower Loan Party 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, Collateral and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, Operating Lessee or any other Loan Party, 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower Borrower, Operating Lessee or such other Loan Party is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor Collateral and any part thereof or interest therein will not be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower Borrower, Operating Lessee or such other Loan Party 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Individual Property or the Collateral, as applicable; and (viivi) Borrower Borrower, Operating Lessee or such other Loan Party shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderLender (after taking into account any excess credited amounts on deposit in the Tax and Insurance Escrow Fund), to insure the payment of any such Taxes 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, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property Collateral (or part thereof of any Individual Property or interest thereinin any Individual Property) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. (a) Borrower (or an entity required to file tax returns with respect to Borrower) shall, or Borrower shall cause the applicable Master Tenant to, pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Borrower (or any such entity required to file tax returns with respect to Borrower), its income and its assets or any part thereof as the same become due and payable; provided, however, any obligation of Borrower (or any such entity required to file tax returns with respect to Borrower’s obligation ) to directly pay pay, or cause the applicable Master Tenant to directly pay, Taxes with respect to an Individual Property shall be suspended for so long as such Taxes are paid from the Tax and Insurance Escrow Account and Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). Borrower (or, if applicable, an entity required to file tax returns with respect to 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 PropertyProperties, and shall promptly pay pay, or cause the applicable Master Tenant to pay, for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower (or an entity required to file tax returns with respect to Borrower) or the applicable Master Tenant, 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower such contest is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower (or any such entity required to file tax returns with respect to Borrower) is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower (or any such entity required to file tax returns with respect to Borrower) or the applicable Master Tenant 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lien.and

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay directly Taxes nor furnish such receipts for payment of Taxes in to the event extent that such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.1 6.3 hereof). Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower 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; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty (or Borrower shall pay such Taxes or Other Charges under protest); and (viivi) unless Borrower has paid such Taxes or Other Charges under protest, Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established established. Upon the payment of such Taxes or Other Charges or the Property (final determination by the appropriate Governmental Authority that such Taxes or Other Charges are not due, Lender shall return any such security or part thereof or (together with any interest thereinearned thereon) held by Lender to Borrower, within 10 days after the delivery by Borrower to Lender of a request therefor provided that (1) no Event of Default shall be in danger of being sold, forfeited, terminated, cancelled continuing and (2) the request for disbursement is accompanied by evidence reasonably satisfactory to Lender that Borrower has paid the applicable Taxes or lost Other Charges (or there shall be any danger of that the Lien of the Mortgage being primed by any related Lienappropriate Governmental Authority has made a final determination that such Taxes or Other Charges are not due.

Taxes and Other Charges. Borrower shall pay all Taxes on or before the last date prior to which any interest, late fees or penalties would begin to accrue thereon (the "Delinquency Date") and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent Delinquency Date (provided, however, that Borrower is need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof3.3). 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 Encumbrances, and shall promptly pay for all utility services provided to the PropertyProperty required to be paid by Borrower. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to the Mortgage; such Other Charges, (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither no part of or interest in the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish have furnished such security as may be required in the proceeding, or or, as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish (or cause to be furnished) to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). 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 PropertyProperties, and shall promptly pay for (or cause to be paid) all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrower or Operating Tenant, 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) Borrower shall furnish (or cause to be furnished) such security as may be required in the proceeding. Borrower shall promptly provide Lender with copies of all notices received from or delivered by Borrower, Operating Tenant or as may be requested Operating Subtenant and all filings made by LenderBorrower, to insure the payment of Operating Tenant or Operating Subtenant in connection with any such Taxes proceedings in which Borrower, Operating Tenant or Other Charges, together with all interest and penalties thereonOperating Subtenant does not pay the applicable amount on or before the date that such amount is due. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual 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 the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall (or shall cause Owner to) pay all Taxes on or before the last date prior to which any interest, late fees or penalties would begin to accrue thereon (the “Delinquency Date”) and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent Delinquency Date (provided, however, that Borrower is need not required pay (or cause Owner to pay) such Taxes nor furnish (nor cause Owner to furnish) such receipts for payment of Taxes in the event that such Taxes have been paid by Senior Lender pursuant to Section 7.1 hereofthe Senior Loan Documents). Borrower shall promptly pay (or cause Owner to pay) for all franchise fees, income taxes and other impositions and taxes imposed by Governmental Authorities (collectively, the “Other Fees”) on Owner, Borrower and Sole Member. 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 Encumbrances, and shall promptly pay (or cause Owner to pay) for all utility services provided to the PropertyProperty required to be paid by Borrower or Owner. After prior written notice to Lender, BorrowerBorrower may cause Owner, at its own Owner’s 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 Taxes Taxes, Other Charges or Other ChargesFees, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes, such Other Charges or deed of trust superior in lien to the Mortgage; such Other Fees, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Owner is subject subject, including the Senior Loan Documents, and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither no part of or interest in the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower or Owner 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish 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 Taxes, Other Charges or Other ChargesFees, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes, Other Charges and Other Fees being contested (provided, however, that no such security will be required if Owner has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents), and (vi) Borrower shall promptly upon final determination thereof pay (or cause Owner to pay) the amount of such Taxes, Other Charges or Other Fees, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, 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 the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower Mortgagor shall pay or cause to be paid when due and payable and before interest or penalties are due thereon, without any deduction, defalcation or abatement, all Taxes condominium fees, taxes, assessments, water and Other Charges now sewer rents and all other charges or hereafter claims which may be assessed, levied or assessed or imposed filed at any time against Mortgagor, the Mortgaged Property or any part thereof as or against the same become due interest of Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale; and payable; provided, however, Borrower’s obligation Mortgagor shall produce or cause to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver produced to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are Mortgagee not then delinquent 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 furnish to Lender such dates receipts for the payment thereof. If no Event of Default or no event which would be an Event of Default with the Taxes passage of time or giving of notice has occurred and the Other Charges prior to the date the same Mortgagor shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, by appropriate legal action contest the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes item, or Other Chargesthe amount thereof, together and Mortgagor shall have established on its books or by deposit of cash with all costsMortgagee, as Mortgagee may elect, a reserve for the payment thereof in such amount as Mortgagee may require (including any interest and penalties which may be payable in connection therewith; (vi) such proceeding ), then Mortgagor shall suspend not be required to pay the item or to produce the required receipts while the reserve is maintained and so long as the contest operates to prevent collection of such contested Taxes is maintained and prosecuted with diligence, and shall not have been terminated or Other Charges discontinued adversely to Mortgagor. Further, Mortgagor will not apply, or be permitted to apply for or claim, any deduction, by reason or this Mortgage, from the taxable value of all or any part of the Mortgaged Property; and (vii) Borrower . It is expressly agreed that no credit shall furnish such security as may be required in claimed or allowed on the proceeding, principal or as may be requested by Lender, to insure interest payable under the payment Note because of any such Taxes taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related Lienother charges paid.

Taxes and Other Charges. Borrower or Operating Tenant shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due prior to delinquency, and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) 30 days prior to the date on which the Taxes and/or Other Charges before they would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is and Operating Tenant need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof3.3). Borrower and Operating Tenant 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, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower or Operating Tenant, 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 Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) Borrower is permitted to do so under such proceeding shall suspend the provisions collection of any mortgage the Taxes or deed of trust superior in lien to the Mortgage; such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Operating Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iv) neither no part of or interest in the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (v) Borrower or Operating Tenant, as applicable, 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; (vi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish 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 or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrower or Operating Tenant, as applicable, shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties and Borrower or Operating Tenant, as applicable, shall be permitted to use such security to make such payment. Lender may may, with the prior written approval of Borrower or Operating Tenant (not to be unreasonably withheld), pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established by a court of competent jurisdiction. Provided no Default or the Property (Event of Default shall have occurred and be continuing, upon delivery of evidence reasonably satisfactory to Lender that such Taxes or part thereof Other Charges have been paid in full or interest therein) are otherwise no longer due and payable, any unused portion of any security deposited with Lender pursuant to this Section 5.2 shall promptly be in danger of being soldreleased to Borrower or Operating Tenant, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienas applicable.

Taxes and Other Charges. Borrower shall (i) Subject to the terms and conditions of the Leases and to the extent payable by Grantor, the Grantor shall, in accordance with the Leases, pay and discharge by the last day payable without penalty or premium all Taxes taxes of every kind and Other Charges now or hereafter levied nature, water rates, sewer rents and assessments, levies, permits, inspection and license fees and all other charges imposed upon or assessed or imposed against the Property Premises or any part thereof as or upon the revenues, rents, issues, income and profits of the Premises or arising in respect of the occupancy, use or possession thereof. The Grantor shall exhibit to the Beneficiary within ten (10) days after request and after the same become due and payable; providedare required to be paid pursuant to the foregoing sentence, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender validated receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for Beneficiary showing the payment of the Taxes such taxes, assessments, water rates, sewer rents, levies, fees and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever other charges which may be or become a Lien lien on the Premises. Should the Grantor default in the payment of any of the foregoing taxes, assessments, water rates, sewer rents, levies, fees or charge against other charges, the PropertyBeneficiary may, but shall not be obligated to pay the same or any part thereof and shall promptly pay the Grantor shall, on demand, reimburse the Beneficiary for all utility services provided to amounts so paid and such amounts shall bear interest at the Property. After prior written notice to Lender, Borrower, at its own expense, may contest Post-Default Rate until reimbursed. (ii) Nothing in this SECTION 2.9 shall require the payment or discharge of any obligation imposed upon the Grantor by appropriate legal proceeding, promptly initiated and conducted subsection (i) of this SECTION 2.9 so long as the Grantor shall in good faith and with due diligenceat its own expense contest the same or the validity thereof by appropriate legal proceedings which proceedings must operate to prevent the collection thereof or other realization thereon, the amount sale of the lien thereof and the sale or validity forfeiture of the Premises or application in whole or in any part thereof to satisfy the same; provided that during such contest the Grantor shall, at the option of the Beneficiary, establish reserves reasonably satisfactory to the Beneficiary, assuring the discharge of the Grantor's obligation hereunder and of any Taxes additional interest charge, penalty or Other Chargesexpense arising from or incurred as a result of such contest; and provided, provided further, that if at any time payment of any obligation imposed upon the Grantor by subsection (i) no Default of this shall become necessary to prevent the delivery of a tax deed conveying the Premises or Event any portion thereof or the sale of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions tax lien therefor because of non-payment, or the imposition of any mortgage penalty or cost on the Beneficiary, then the Grantor shall pay the same in sufficient time to prevent the delivery of such tax deed or the sale of trust superior in lien to such lien, or the Mortgage; imposition of such penalty or cost on the Beneficiary. (iii) such proceeding The Grantor shall pay when due all (a) premiums for fire, hazard and other insurance required to be permitted under maintained by the Grantor on the Premises pursuant to the terms of SECTION 2.3 hereof, (b) title insurance premiums relating to the insurance to be maintained on the Premises in connection with this Leasehold Deed of Trust, and (c) any and all other costs, expenses and charges expressly required to be conducted in accordance with paid hereunder, and subject to the provisions hereof, to be paid for the maintenance and/or protection of, or on account of any other instrument collateral delivered, assigned, pledged, mortgaged, transferred or hypothecated to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof Beneficiary as security for the Indebtedness or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower 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; (vi) such proceeding shall suspend with the collection execution and delivery of such contested Taxes or Other Charges from the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment this Leasehold Deed of any such Taxes 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, in the judgment of Lender, 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 the Mortgage being primed by any related LienTrust.

Taxes and Other Charges. Subject to the provisions of this Section 5.1.2, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against it or any of the Property Properties or any part thereof as prior to the same become due and payablebecoming delinquent; provided, however, BorrowerXxxxxxxx’s obligation to directly pay Taxes shall be suspended for so long as (and to the extent that) Borrower complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten two (102) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been are required to be paid by Lender pursuant to Section 7.1 hereof7.2 hereof and sufficient funds are in the Tax and Insurance Escrow Fund to make such payment). 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 PropertyProperties other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its Borrower’s 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 Taxes or Other Charges, Charges or any Lien filed against the Property; provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) 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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) neither the no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (viv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other ChargesCharges or the amount of such Lien, together with all costs, interest and penalties which may be payable in connection therewith; (viv) either such Taxes or Other Charges or the amount of the Lien shall have been paid under protest or such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viivi) if Borrower or Lender have not paid such Taxes or Other Charges or the amount of such Lien under protest, Borrower shall furnish such security as may be required in the proceeding, or or, if none, as may be requested by LenderXxxxxx, to insure ensure the payment of any such Taxes or Other ChargesCharges or the amount of such Lien, together with all interest and penalties thereonthereon (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender may pay over any such cash deposit or part thereof held by Lender Xxxxxx to the claimant entitled thereto at any time when, in the reasonable judgment of LenderXxxxxx, the entitlement of such claimant is established and Borrower has not timely paid the same or the any Individual Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the any Mortgage being primed by any related Lien. Notwithstanding anything to the contrary set forth herein, to the extent any such Taxes and Other Charges are actually paid directly by Tenant prior to delinquency, the obligations of Borrower hereunder to pay the same shall be deemed satisfied.

Taxes and Other Charges. Subject to Borrower’s right to contest the same in accordance with the terms of this Section 5.1.2, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies and Baltimore Owner comply with the terms and provisions of Section 7.1 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). Except for 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 PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrower or Baltimore Owner, 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 Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower or Baltimore Owner is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iiic) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Baltimore Owner is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivd) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ve) Borrower and/or Baltimore Owner 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; (vif) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viig) Borrower or Baltimore Owner shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, in the reasonable judgment of Lender, the entitlement of such claimant is finally established or the any Individual 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 the Mortgage being primed by any related Lienlost.

Taxes and Other Charges. Each Borrower and Operating Lessee shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the its applicable Individual Property or any part thereof as the same become due and payable; provided, however, each Borrower’s and Operating Lessee’s obligation to directly pay Taxes shall be suspended for so long as Borrower or Operating Lessee (as applicable) complies with the terms and provisions of Section 7.1 7.2 hereof. Borrower and Operating Lessee will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 and Operating Lessee shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, neither Borrower nor Operating Lessee is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 7.2 hereof). Borrower and Operating Lessee 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 PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrower or Operating Lessee, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Operating Lessee is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (vd) Borrower or Operating Lessee 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; (vie) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (viif) Borrower or Operating Lessee (as applicable) shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes 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, in the judgment of Lender, the entitlement of such claimant is finally established or the any Individual 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 the Mortgage any applicable Security Instrument being primed by any related Lien.

Taxes and Other Charges. (a) Borrower shall pay (or cause Mortgage Borrower to pay or cause Mortgage Borrower to cause each Tenant to pay) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property (or any part thereof portion thereof) or the Collateral (or any portion thereof) as the same become due and payable; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower’s obligation to cause such Taxes to be directly pay Taxes paid shall be suspended for so long as Borrower complies with the terms and provisions of Article 9 hereof and causes Mortgage Borrower to comply the terms and provisions of Section 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent 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 furnish to Lender receipts for the payment 8.6 of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.1 hereof)Mortgage Loan Agreement. Borrower shall not suffer (or permit to be suffered) and shall promptly cause Mortgage Borrower to be paid and discharged discharge or cause each Tenant to discharge any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the PropertyProperty (or any portion thereof), and shall promptly pay or cause Mortgage Borrower to pay or cause each Tenant to pay for all utility services provided to the Property. Property (or any portion thereof). (b) After prior written notice to Lender, Borrower or Mortgage Borrower, at its own expense, may contest (or permit to be contested) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be permitted by and conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iviii) neither the applicable Individual Property (or any portion thereof) nor the Collateral (or any part thereof portion thereof) or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (viv) Borrower or Mortgage Borrower shall promptly upon final determination thereof pay (or cause to be paid) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (viv) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Individual Property or the Collateral, as applicable; and (viivi) to the extent that the aggregate amount being contested by Borrower or Mortgage Borrower under this Section 4.5(b) at any time exceeds $1,000,000 (except with respect to tax certiorari proceedings in the ordinary course of business), Borrower shall furnish, or shall cause Mortgage Borrower to furnish or cause the applicable Tenant to furnish, to Mortgage Lender such security as may be required pursuant to the Mortgage Loan Agreement, or if Mortgage Lender shall have waived in writing such security, Borrower shall furnish to Lender such security as may be required in the proceeding, proceeding or such reserve deposits as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Subject to Mortgage Lender’s rights under the Mortgage Loan Documents, Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of LenderXxxxxx, the entitlement of such claimant is established or the applicable Individual Property (or part thereof or interest therein) or the Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any imminent danger of the Lien lien of the Mortgage Security Instrument or the Pledge Agreement being primed by any related Lienlien. Notwithstanding the foregoing, to the extent permitted by a Lease, a Tenant may freely contest (or permit to be contested) by appropriate legal proceeding the amount or validity or application in whole or in part of any Taxes or Other Charges; provided that Borrower complies with the terms and conditions set forth in this Section 4.5(b).