Common use of Taxes and Other Charges Clause in Contracts

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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 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.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges as the same become due and payableprior to delinquency, and 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 thirty (30) days before they would be delinquent if not paid prior to delinquency (provided, however, that Borrower Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 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 may, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such 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.

Taxes and Other Charges. Borrower shall (or shall cause Owner to) pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay (or cause Owner to pay) such Taxes nor furnish (nor cause Owner to furnish) such receipts for payment of Taxes paid by Senior Lender pursuant to Section 3.3 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 against the Property, and shall promptly pay (or cause Owner to pay) for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower or Owner shall have furnished such security as may be required in the proceeding, 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 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.

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 Properties or any part thereof as the same become due and payable. Borrower shall, and 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 no later than thirty (30) days before they would be delinquent if not paid by Borrower prior to delinquency (provided, however, that Lender shall have no right to deliver such written request to Borrower need not pay during any period that such Taxes nor furnish such receipts for payment of Taxes and Other Charges are being paid by Lender pursuant to Section 3.3 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 is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (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 thereunderthereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) no Individual Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost, ; (vd) Borrower shall have furnished 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; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) 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, 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 security 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 establishedestablished or 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. Borrower shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender Agent receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be prior to the date the same shall become delinquent if not paid (provided, however, that Borrower need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.3 hereof6.3). Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Propertyany Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the such Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or 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 all applicable statutes, laws and shall not constitute a default thereunder, ordinances; (iviii) no Property or any part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost; (iv) 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; (v) such proceeding shall suspend the collection of the contested Taxes or Other Charges from the applicable Property; (vi) Borrower shall have furnished such deposit with Agent cash, or other security as may be required reasonably requested by Agent, in an amount not to exceed one hundred ten percent (110%) of the proceedingcontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vi) Borrower provided that no such cash or other security shall promptly upon final determination thereof pay be required in the amount of such Taxes or Other ChargesCharges if Agent reasonably determines that there are sufficient funds in the Tax Account for payment of such Taxes or Other Charges and any interest or penalties that may accrue thereon, together with all costs(vii) failure to pay such Taxes or Other Charges will not subject Agent or any Lenders to any civil or criminal liability, interest (viii) such contest shall not affect the ownership, use or occupancy of the applicable Property, and penalties(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 or other security 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 establishedestablished or the applicable 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 imminent danger of the Lien of the Mortgage secured by such Property 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, and deliver . Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant prior to Section 3.3 hereof)the date the same shall become delinquent. Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall have furnished such deposit with Lender cash, or other security as may be approved by Lender, in an amount as may be reasonably required in by Lender not to exceed one hundred twenty-five percent (125%) of the proceedingcontested amount, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash or other security or part thereof 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.

Taxes and Other Charges. Borrower shall pay all pay, or cause to be paid all, Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payableprior to delinquency. If paid by Borrower, and deliver Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and or Other Charges prior to the date the same shall become delinquent unless funds to pay for such Taxes have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender deposited into the Tax Account pursuant to Section 3.3 6.3 hereof). Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Property, and shall promptly pay pay, or cause Master Tenant to pay, for all utility services provided to the Property. After , provided that in addition to any rights granted to Master Tenant under the Master Tenant Lease, after prior 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 of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiib) 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, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (ivc) no neither the Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost, ; (vd) Borrower shall have furnished 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; (e) such proceeding shall suspend the collection of Taxes or Other Charges from the Property; and (f) Borrower shall deposit with Lender cash or other security as may be required in the proceeding, or as may otherwise be requested by Lender, to insure ensure 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash or 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.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant prior to Section 3.3 hereof)the date the same shall become delinquent. Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any 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 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the Property; (vi) Borrower shall have furnished such deposit with Lender cash, or other security as may be required approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceedingcontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vivii) Borrower shall promptly upon final determination thereof failure to pay the amount of such Taxes or Other ChargesCharges will not subject Lender to any civil or criminal liability, together with all costs(viii) such contest shall not affect the ownership, interest use or occupancy of the Property, and penalties(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 or 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 establishedestablished 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 Deed of Trust being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts for payment now or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien hereafter levied or assessed or imposed against the Property, and shall promptly pay for all utility services provided Properties or any part thereof prior to the Propertydate upon which any interest or late charges shall begin to accrue thereon, subject to the terms and provisions of Section 7.2 of the First Mortgage Loan Agreement. After prior 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 Event of Default, First Mortgage Event of Default, First Mezzanine Event of Default, or Second Mezzanine Event of Default has occurred and is continuing, exists; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (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 thereunderthereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) no neither any Property nor any part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost, ; (vd) such Borrower shall have furnished 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; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Property; and (f) 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, 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 security 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 establishedestablished or 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. (a) Borrower shall pay all Taxes and Other Charges as now or hereafter levied or assessed or imposed against the Property or any part thereof before the same become due delinquent; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and payable, and deliver provisions of Section 9.6 hereof. Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty at least five (305) days before they would be prior to the date the same shall become delinquent if not paid (provided, however, that Borrower need is not pay such Taxes nor required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 3.3 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. After prior notice If Borrower shall fail to Lenderpay 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, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated or if there are insufficient funds in the Tax and conducted in good faith and with due diligence, the amount or validity or application of Insurance Reserve Account to pay any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuingLender shall have the right, (ii) such proceeding shall suspend the collection of the Taxes or 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 but shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceedingobligated, to insure the payment of any pay such Taxes or Other Charges, together and Borrower shall repay to Lender, on written demand, within ten (10) days, any amount paid by Lender, with all interest and penalties thereonthereon at the Default Rate from the date of the advance thereof to the date of repayment, and (vi) Borrower such amount shall promptly upon final determination thereof pay constitute a portion of the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such security or part thereof held Debt secured by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedMortgage.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty ten (3010) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 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.

Taxes and Other Charges. (a) Subject to Bank making available sufficient funds from the amounts deposited with Bank for the payment of Taxes in accordance with the terms of the Loan Documents, each Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges now or hereafter levied or assessed or imposed against its Project or any part thereof as the same become due and payable, and deliver . Each Borrower shall furnish to Lender Bank receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to the date the same shall become delinquent. Except as otherwise expressly permitted under this Agreement or any other Loan Document, no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and any Lien or charge whatsoever which may be or become a Lien or charge against the Project. Except as otherwise expressly permitted under this Agreement or any other Loan Document Each Borrower shall promptly cause to be paid pay and discharged discharge or bond any Lien or charge against the Property, its Project and shall promptly pay for all utility services provided to its Project. Notwithstanding the Property. After foregoing to the contrary, after prior notice to LenderBank, 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 Chargesthe assessed value of the Project, provided that (i) no Default or Event of Default has occurred and is then continuing, ; (ii) such proceeding shall suspend neither the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of applicable Project nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, ; and (viiii) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other ChargesTaxes, together with all costs, interest and penalties. Lender penalties which may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, be payable in the judgment of Lender, the entitlement of such claimant is establishedconnection therewith.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) 30 days before they would be delinquent if not paid (provided, however, that Borrower Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the any Property, and shall promptly pay for all utility services provided to the any Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the any Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 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 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.

Taxes and Other Charges. Borrower Company 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. Company shall furnish to Preferred Member receipts, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant prior to Section 3.3 hereof)the date the same shall become delinquent. Borrower Company 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 LenderPreferred Member, BorrowerCompany, 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 Change of Control Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or 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 Company is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iviii) no neither the Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Company shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrower such proceeding shall have furnished suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Company shall furnish such security as may be required in the proceeding, or as may be requested by Preferred Member, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender Preferred Member may pay over any apply such security or part thereof held by Lender to the claimant entitled thereto Preferred Member at any time when, in the judgment of LenderPreferred Member, the entitlement validity or applicability of such claimant is establishedTaxes 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 Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with C due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances, (iii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiiiv) 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, (ivv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (vvi) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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, (vivii) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties, (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 5.2. Lender may pay over any such 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 establishedestablished 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, and deliver subject to Section 6.2 hereof. Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (prior to the date the same shall become delinquent; provided, however, that Borrower need is not pay such Taxes nor required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 3.3 6.2 hereof). Borrower shall not permit or suffer and, subject to Sections 4.1.1 and 4.2.1 hereof, shall promptly cause to be paid and discharged discharge any Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (ia) no Default (other than a Default that is the subject matter being contested) or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiib) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither the provisions of Property nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost, ; (vd) Borrower shall have furnished 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; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; (f) Borrower shall furnish such security as may be required by the proceeding in order to suspend Borrower’s obligations to pay such Taxes or Other Charges or, if no such requirement is specified, deposit with Lender cash, or other security as may be approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceedingcontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, ; and (vig) such contest by Borrower shall promptly upon final determination thereof pay the amount is not in violation of such Taxes Leases or Other Charges, together with all costs, interest and penaltiesOperating Agreements. Lender may pay over any such cash or 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.

Taxes and Other Charges. Borrower shall pay (or cause to be paid) all Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, 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 the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such 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.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the Taxes and Other Charges have been so paid no later than thirty ten (3010) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other ChargesCharges (or Borrower otherwise pays the same, including with funds from the Tax and Insurance Subaccount), (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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be more than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Tax and Insurance Subaccount to pay such Taxes so 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 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.

Taxes and Other Charges. Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges Impositions owed by Borrower as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges Impositions have been so paid no later than thirty (30) 30 days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Propertypaid. After prior notice to Lender, Borrower, at its own expense, may contest contest, by appropriate legal proceedingproceedings, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other ChargesImpositions, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or such Other ChargesImpositions, (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, (iv) no part of or interest in the Property Collateral will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other ChargesImpositions, together with all interest and penalties thereon, and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other ChargesImpositions, together with all costs, interest and penalties. Lender may pay over any such security 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.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be prior to the date the same shall become delinquent if not paid (provided, however, that Borrower Borrowers need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.3 hereof6.3). Borrower Borrowers shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Propertyany Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the such Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or 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 all applicable statutes, laws and shall not constitute a default thereunder, ordinances; (iviii) no Property or any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) 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; (v) Borrower such proceeding shall have furnished such suspend the collection of Taxes or Other Charges from the applicable Property; (vi) Borrowers shall deposit with Lender cash, or other security as may be required approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceedingcontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vivii) Borrower shall promptly upon final determination thereof failure to pay the amount of such Taxes or Other ChargesCharges will not subject Lender to any civil or criminal liability, together with all costs(viii) such contest shall not affect the ownership, interest use or occupancy of the applicable Property, and penalties(ix) Borrowers 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 or 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 establishedestablished or the applicable 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 secured by such Property being primed by any related Lien.

Taxes and Other Charges. Mezzanine Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges Impositions as the same become due and payable, and deliver to Mezzanine Lender receipts for payment or other evidence satisfactory to Mezzanine Lender that the Taxes and Other Charges Impositions have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof)paid. Mezzanine Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Mezzanine Lender, Mezzanine Borrower, at its own expense, may contest contest, or cause Property Owner to contest, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other ChargesImpositions, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or such Other ChargesImpositions, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Mezzanine Borrower or Property Owner is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Mezzanine Borrower or Property Owner shall have furnished such security as may be required in the proceeding, or as may be requested by Mezzanine Lender, to insure the payment of any such Taxes or Other ChargesImpositions, together with all interest and penalties thereon, and (vi) Mezzanine Borrower or Property Owner shall promptly upon final determination thereof pay the amount of such Taxes or Other ChargesImpositions, together with all costs, interest and penalties. Mezzanine Lender may pay over any such security cash deposit or part thereof held by Mezzanine Lender to the claimant entitled thereto at any time when, in the judgment of Mezzanine Lender, the entitlement of such claimant is established.

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 all Taxes and Other Charges as the same become due and payablewhen due, and deliver to Lender receipts for payment defend and indemnify and hold Lessor harmless from and against any and all claims, losses, damages, penalties, actions, suits and 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 imposed by any governmental body or agency upon any Equipment, or with respect to the 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 advice or Page 6 Initial JP / KR ------- material to Lessee with respect to any tax on or relating to the Equipment or its manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other 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 file a report or return, Lessee will timely advise Lessor as to its inability under local law to make direct payment and the amount thereof and/or furnish Lessor with such forms, data and information as will enable it to make and file such report or return. Lessee shall promptly furnish to Lessor written evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for of Lessee's payment of Taxes the foregoing when due, or, at Lessor's request, remit such payments to Lessor. If any of the foregoing shall be paid by Lender pursuant to Section 3.3 hereof). Borrower Lessor, Lessee shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vi) Borrower shall reimburse Lessor therefor 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 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 establisheddemand as additional rent hereunder.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 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.

Taxes and Other Charges. Each Borrower shall pay all Taxes and Other Charges applicable to such Borrower and the Collateral Property owned by it as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the such Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that a Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof4.3). No Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Propertyits Collateral Property other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the such Collateral Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of such Taxes or Other Charges or the Taxes or such Other Chargesshall have been paid, (iii) 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, (iv) no part of or interest in the any Collateral Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) such Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the unpaid Taxes and Other Charges being contested (and in the case of any Taxes being contested, any sums in the Tax and Insurance Escrow fund dedicated to payment of such contested Taxes shall count toward such 125%), and (vi) such 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 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.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty ten (3010) Table of Contents days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 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.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be prior to the date the same shall become delinquent if not paid (provided, however, that Borrower need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.3 hereof6.3). Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any 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 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost; (iv) 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; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the Property; (vi) Borrower shall have furnished such deposit with Lender cash, or other security as may be required approved by Lender, in an amount equal to one hundred ten percent (110%) of the proceedingcontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vi) Borrower provided that no such cash or other security shall promptly upon final determination thereof pay be required in the amount of such Taxes or Other Charges, together with all costs, Charges if Lender reasonably determines that there are sufficient funds in the Tax Account for payment of such Taxes or Other Charges and any interest and penaltiespenalties that may accrue 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 or 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 establishedestablished 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 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 as the same become due and payable, and 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 thirty ten (3010) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other ChargesCharges (or Borrower otherwise pays the same, including with funds from the Tax and Insurance Subaccount), (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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be more than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Tax and Insurance Subaccount to pay such Taxes so 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 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.

Taxes and Other Charges. Borrower Mortgagor shall pay all Taxes and Other Charges as the same become when due and payablepayable and prior to the time interest, penalties or additions are due thereon, without any deduction, defalcation or abatement, all real estate taxes, municipal assessments and liens, water and sewer rents, and deliver other governmental levies and all other charges or claims of every nature and kind which may be assessed, levied, imposed, suffered, placed or filed at any time against Mortgagor, the Mortgaged Property 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 or other sale (collectively “Taxes”); and upon request by Mortgagee, Mortgagor shall produce to Lender Mortgagee, official receipts for the payment or other evidence satisfactory to Lender that of the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (Taxes; provided, however, that Borrower need if, pursuant to this Mortgage, Mortgagor shall have deposited with Mortgagee before the due date thereof sums sufficient to pay any Taxes, and Mortgagor is not pay such otherwise in default beyond applicable notice and grace periods under the Loan Documents, the Taxes nor furnish such receipts for payment of Taxes shall be paid by Lender pursuant to Section 3.3 hereof)Mortgagee. Borrower shall Mortgagor will not suffer and shall promptly cause to be paid and discharged apply for or claim any Lien against deduction, by reason of this Mortgage, from the Property, and shall promptly pay for taxable value of all utility services provided to or any part of the Mortgaged Property. After prior 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, No credit shall be claimed or allowed on the amount or validity or application interest payable on the Note because of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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 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 establishedpaid.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 100% 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 security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement failure to so pay may adversely affect the rights of such claimant is establishedLender under any Loan Document and/or the failure to so pay may result in the Property (or any portion thereof) being sold, lost or forfeited.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payableprior to delinquency, and 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 at least thirty (30) days before they would be delinquent if not paid prior to the delinquency date (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof)3.3) and that the Other Charges have been so paid prior to delinquency. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrower, 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in imminent danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than one hundred twenty-five percent (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 shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may may, with the prior approval of Borrower (not to be unreasonably withheld), pay over any such 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.

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 any Property or any part thereof as the same become due and payable. It shall maintain receipts, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would prior to the date the same shall become delinquent and shall furnish, or cause to be delinquent if not paid (providedfurnished, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant copies thereof to Section 3.3 hereof)the 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 is continuing, occurred; (ii) such proceeding shall suspend the collection of the Taxes or 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 the Borrowers are subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iviii) no neither the Collateral nor any Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) it shall promptly upon final determination thereof pay the 101 amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrower such proceeding shall suspend the collection of such contested Taxes or Other Charges, from the released Property; (vi) appropriate reserves have furnished been established in accordance with GAAP and (vii) it shall furnish such security as may be required in the proceeding, or as may be requested by the Agent, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender The Agent may pay over any apply such 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 establishedTaxes 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 granted hereunder being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers 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 as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid the Delinquency Date (provided, however, that Borrower Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which a Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 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 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.

Taxes and Other Charges. Borrower shall pay all Taxes and 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 as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid the Delinquency Date (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 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.

Taxes and Other Charges. (a) All principal, interest, and other amounts payable by Borrower to the Lender with respect to the Loan shall be paid in full, free and clear of any deductions or withholdings imposed by Laws. If Borrower is prohibited by any Laws from making such payments free and clear of deductions or withholdings, the Borrower shall pay all Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender additional amounts necessary so that the Taxes actual amount received by the Lender after such deductions or withholdings (and Other Charges after any deductions or withholdings or payment of additional taxes or charges due as a consequence of the payment of such additional amount) equals the amount that would have been so received by the Lender if such deductions or withholdings were not required; (b) The Borrower shall pay directly to the appropriate taxing authority any and all present and future taxes, levies, stamp and other fees imposed by applicable Laws on or with regard to any aspect of the Loans and/or any other transactions contemplated by this Agreement, except taxes imposed on the overall net income or gross receipts of the Lender, Borrower agrees to indemnify and hold harmless from all loss, cost, liability, or expense, incurred by the Lender (including reasonable attorneys' fees and costs) by reason of the delay or failure by Borrower to pay any such taxes or charges promptly after demand; and Borrower shall reimburse the Lender upon demand for any such taxes paid no later than thirty (30) days before they would be delinquent by it in connection therewith if not paid (provided, however, that the Borrower need does not pay such Taxes nor furnish such receipts for payment of Taxes paid by taxes directly (together with any interest, penalties and expenses related thereto) (and the Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause be required to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection obtain a final determination of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vi) Borrower shall promptly upon final determination thereof pay the amount legal validity of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such 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 establishedtaxes.

Taxes and Other Charges. Subject to the terms of Section 3.3, Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) 30 days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes to be paid by Lender pursuant to Section 3.3 hereof3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, 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, which shall not be less than 125% of the Taxes and Other Charges being contested or provide Lender with an endorsement to Lender’s Title Policy insuring over any such lien, and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penaltiespenalties (“Right to Contest”). Lender may pay over any such 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.

Taxes and Other Charges. Borrower Manager shall pay pay, or cause to be paid, all Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts 77 for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower Manager need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.2). Borrower Manager shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for for, or cause to be paid, all utility services provided to the Property. After prior notice to Lender, BorrowerManager, at its own or Borrower's expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or 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 Manager is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, if the Manager pays the amount or satisfies the condition being contested, and the Manager would have the opportunity to do so, in the event of the Manager's failure to prevail in the contest, (v) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which the Manager and/or Borrower has not furnished additional security as provided in clause (vi) below, or to any risk of criminal liability, and neither the Property nor any interest therein would be subject to the imposition of any lien for which the Manager and/or Borrower has not furnished additional security as provided in clause (vi) below, as a result of the failure to comply with such law or of such proceeding, (vi) Manager and/or 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, but in no amount less than one hundred and twenty-five percent (125%) of the amount of such claims, and (vivii) Borrower Manager shall promptly upon final determination thereof pay the amount of such Taxes or Other ChargesCharges determined to be due and payable, together with all costs, interest and penalties. Lender may pay over any such security 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.

Taxes and Other Charges. Borrower shall pay or cause ----------------------- tenants to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable, . Borrower will deliver to Lender annually a statement showing when Taxes and Other Charges are payable with respect to each Individual Property. 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for promptly after payment of Taxes paid by Lender pursuant to Section 3.3 hereof)thereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay or cause tenants to 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 is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or 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 thereunderthereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) no part of or interest in the Individual Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of nor 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such 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 interest

Taxes and Other Charges. Borrower shall pay (or cause Manager to pay) all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be prior to the date the same shall become delinquent if not paid (provided, however, that a Borrower need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.3 hereof6.3). Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any 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 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause Manager 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; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the Property; (vi) Borrower shall have furnished such deposit with Lender cash, or other security as may be required approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceedingcontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vivii) Borrower shall promptly upon final determination thereof failure to pay the amount of such Taxes or Other ChargesCharges will not subject Lender to any civil or criminal liability, together with all costs(viii) such contest shall not affect the ownership, interest use or occupancy of the Property, and penalties(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 or 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 establishedestablished 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 as the same become due and payable, and deliver to Lender Administrative Agent receipts for payment or other evidence satisfactory to Lender Administrative Agent that the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other ChargesCharges (unless Borrower elects to pay such Taxes or such Other Charges while contesting them), (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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) if such Taxes or Other Charges are not paid by Borrower during such contest, Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Administrative Agent, 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 unpaid Taxes or Other Charges, together with all costs, interest and penaltiespenalties and upon delivering evidence of such payment to Administrative Agent, Administrative Agent shall return to Borrower all funds previously delivered to Administrative Agent pursuant to clause (v) to be held as security. Lender Administrative Agent may pay over any such security 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.

Taxes and Other Charges. (a) Subject to Bank making available sufficient funds from the amounts deposited with Bank for the payment of Taxes in accordance with the terms of the Loan Documents, Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Project or any part thereof as the same become due and payable, and deliver . Borrower shall furnish to Lender Bank receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (providedprior to the date the same shall become delinquent. Except as otherwise expressly permitted under this Agreement or any other Loan Document, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and any Lien or charge whatsoever which may be or become a Lien or charge against the Project. Except as otherwise expressly permitted under this Agreement or any other Loan Document, Borrower shall promptly cause to be paid pay and discharged discharge or bond any Lien or charge against the Property, Project and shall promptly pay for all utility services provided to the PropertyProject. After Notwithstanding the foregoing to the contrary, after prior notice to LenderBank, 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 Chargesthe assessed value of the Project, provided that (i) no Default or Event of Default has occurred and is then continuing, ; (ii) such proceeding shall suspend neither the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of Project nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, ; and (viiii) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other ChargesTaxes, together with all costs, interest and penalties. Lender penalties which may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, be payable in the judgment of Lender, the entitlement of such claimant is establishedconnection therewith.

Taxes and Other Charges. Borrower The Grantor shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid when due and discharged payable and before interest or penalties are due thereon, without any Lien deduction, defalcation or abatement, (a) all taxes, assessments, water and sewer rents, liens, charges and claims which may be assessed, levied, or filed at any time against the Grantor with respect to the Mortgaged Property or any part thereof (including without limitation any taxes levied upon or with respect to the revenues, income or profit of the Grantor from the Mortgaged Property) or against the interest of the Grantee therein, or which by any present or future law may become or be made a lien on the Mortgaged Property, or any part thereof, or a charge on such revenues, income or profits, and (b) the yearly fixed rents, if any, under the Ground Lease; and the Grantor shall promptly pay for all utility services provided produce to the Property. After prior notice to LenderGrantee, Borrowerupon request, at its own expensereceipts for the payment thereof, may contest by appropriate legal proceedingprovided, promptly initiated and conducted that if the Grantor in good faith and by appropriate legal action shall contest the validity of any such item, or the amount thereof, and if reasonably requested by the Grantee shall have established on the Grantor’s books or by deposit of a letter of credit or bond with due diligencethe Grantee, as the Grantor may elect, the amount required for the payment thereof, then the Grantor shall not be required to pay the item or validity or application of any Taxes or Other Chargesto produce the required receipts while the amount is maintained and so long as the contest operates to prevent collection, provided that (i) no Default or Event of Default has occurred is maintained and is continuingprosecuted with diligence, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) have been terminated or discontinued adversely to the Grantor. It is expressly agreed that no part of credit shall be claimed or interest in allowed on the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in amounts payable under the proceeding, to insure Loan Agreement and the payment Notes because of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vi) Borrower shall promptly upon final determination thereof pay items paid by the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such 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 establishedGrantor.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) 30 days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 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.

Taxes and Other Charges. Except as otherwise provided in this Section 5.1.2, each Individual Borrower and/or the corresponding Individual Operating Lessee shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the related Individual Property or any part thereof prior to delinquency; provided, however, each such Individual Borrower’s and/or Individual Operating Lessee’s obligation to directly pay Taxes and Other Charges shall be suspended for so long as Borrower complies with the same become due terms and payableprovisions of Section 7.2 hereof. Except as otherwise provided in this Section 5.1.2, and each Individual Borrower shall, or shall cause the corresponding Individual 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 related Individual Property have been so paid or are not then delinquent no later than thirty ten (3010) days before they prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, that no Individual Borrower need not pay such Taxes nor or Individual Operating Lessee shall be required to furnish such receipts for payment of such Taxes and Other Charges during any period that Taxes and Other Charges have been paid by Lender pursuant to Section 3.3 hereof7.2 hereof or by Manager pursuant to a Management Agreement). Except as otherwise provided in the following sentence, neither Individual Borrower nor the related Individual Operating Lessee shall not suffer suffer, and each Individual Borrower and the related Individual 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 Propertyrelated Individual Property (other than Permitted Encumbrances), and shall promptly pay for all utility services provided to the such Individual Property. After prior notice to Lender, BorrowerAny Individual Borrower or Individual 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 is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which such Individual Borrower or Individual Operating Lessee is subject and shall not constitute a default thereunderthereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) no neither the applicable Individual Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lostlost during the pendency thereof; (iv) such Individual Borrower or Individual 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; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property during the pendency thereof; (vi) such Individual Borrower or Individual Operating Lessee shall have furnished 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 (vivii) such Individual Borrower or Individual Operating Lessee shall promptly upon final determination thereof pay the amount deliver written notice of such Taxes or Other Charges, together with all costs, interest and penaltiescontest to Lender. Lender may pay over any such security 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 establishedestablished or the applicable 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 any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such any Real Estate Taxes nor furnish such receipts for payment of such Real Estate Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and is continuing, (iib) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances, (c) such proceeding shall suspend the collection of the applicable Taxes or such Other Charges, (iiid) 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, (ive) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (vf) Borrower shall have furnished such security as may be reasonably 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 115% of the Taxes and Other Charges being contested (viless amounts then being retained in the Tax Subaccount to pay such Taxes so contested), (g) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penaltiespenalties (except to the extent paid from amounts in the Tax Subaccount), (h) such contest shall not affect the ownership, use or occupancy of the Property, and (i) 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 (a) through (h) of this Section 5.2. Lender may pay over any such 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 establishedestablished 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. (a) All principal, interest, and other amounts payable by Borrower to the Lender with respect to the Loan shall be paid in full, free and clear of any deductions or withholdings imposed by Laws. If Borrower is prohibited by any Laws from making such payment free and clear of deductions or withholdings, the Borrower shall pay all Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender additional amounts necessary so that the Taxes actual amount received by the Lender after such deductions or withholdings (and Other Charges after any deductions or withholdings or payment of additional taxes or charges due as a consequence of the payment of such additional amount) equals the amount that would have been so received by the Lender if such deductions or withholdings were not required; (b) The Borrower shall pay directly to the appropriate taxing authority any and all present and future taxes, levies, stamp and other fees imposed by applicable Laws on or with regard to any aspect of the Loans and/or any other transactions contemplated by this Agreement, except taxes imposed on the overall net income or gross receipts of the Lender. Borrower agrees to indemnify and hold harmless from all loss, cost, liability, or expense, incurred by the Lender (including reasonable attorneys' fees and costs) by reason of the delay or failure by Borrower to pay any such taxes or charges promptly after demand; and Borrower shall reimburse the Lender upon demand for any such taxes paid no later than thirty (30) days before they would be delinquent by it in connection therewith if not paid (provided, however, that the Borrower need does not pay such Taxes nor furnish taxes directly (together with any interest, penalties and expenses related thereto) (and the Lender shall not be required to obtain a final determination of the legal validity of such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereoftaxes). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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 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.ARTICLE III

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payableprior to delinquency, and 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 at least thirty (30) days before they would be delinquent if not paid prior to the delinquency date (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof)3.3) and that the Other Charges have been so paid prior to delinquency. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrower, 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in imminent danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than one hundred twenty-five percent (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 shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penaltiespenalties and Borrower shall be permitted to use such security to make such payment. Lender may may, with the prior approval of Borrower (not to be unreasonably withheld), pay over any such 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. Provided no Default or Event of Default shall have occurred and is continuing, upon delivery of evidence reasonably satisfactory to Lender that such Taxes or Other Charges have been paid in full or 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 released to Borrower.

Taxes and Other Charges. (a) Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges as now or hereafter levied or assessed or imposed against the same become due and payable, and deliver Property or any part thereof prior to delinquency. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than thirty five (305) days before they Business Days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, that Borrower need not if the Tenant under a Lease is required to pay such Taxes nor furnish or Other Charges directly to the applicable Governmental Authority and Borrower timely requests and diligently pursues evidence of such receipts for payment of payment, and further provided that no enforcement action has been commenced by the applicable Governmental Authority resulting from Tenant’s failure to pay Taxes paid by Lender pursuant or Other Charges, then Borrower shall have an additional thirty (30) day period to Section 3.3 hereofprovide such evidence to Lender). Borrower shall not suffer and any lien or charge whatsoever which may be or become a lien or charge against the Property (or any portion thereof), other than Permitted Encumbrances. Borrower shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty (or any portion thereof), and shall promptly pay pay, or cause to be paid, for all utility services provided to the Property. After prior 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 Property (or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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 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 establishedportion thereof).

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as now or hereafter levied, assessed or imposed before the same become due and payabledelinquent, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be prior to the date the same shall become delinquent if not paid (provided, however, that Borrower need not pay such directly Taxes nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.3 6.2 hereof). Subject to Borrower’s right to contest the same as hereinafter set forth, Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the Property; and (vi) Borrower shall have furnished such deposit with Lender cash, or other security as may be required approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceedingcontested amount, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash or 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.

Taxes and Other Charges. Borrower shall Section 11.1 Lessee shall, without notice or demand, as additional rent, pay all Taxes and Other Charges as discharge, on or before the last day on which the same become due may be paid without penalty, all taxes, assessments, assessments levied by reason of restrictive covenants affecting the Demised Premises, rates and payablecharges, sanitary assessments, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes governmental impositions and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (providedcharges of every kind and nature whatsoever, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Propertyextraordinary as well as ordinary, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated each and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, every installment thereof together with all interest and penalties thereon, which shall or may during the Demised Term be levied, assessed or imposed on or become a lien upon or become due or payable out of or for or by reason of the use or occupancy of the Demised Premises or any part thereof, the Lessee's or the Lessor's interest in the Demised Premises and (vi) Borrower the improvements located thereon, or any buildings, appurtenances, or equipment now or hereafter erected or placed thereon or therein or any part thereof, or the sidewalks or streets in front of or adjoining the Demised Premises. All taxes levied, assessed or imposed in lieu of or in addition to the foregoing shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, be paid by Lessee together with all costs, interest and penaltiespenalties thereon, under or by virtue of all present or future laws, ordinances, requirements, orders, directions, rules or regulations of the federal, state, county and city or local governments and of all other governmental authorities whatsoever. Lender may Lessee shall pay over all taxes and assessments which shall prior to or during the Demised Term or any renewal term be levied, assessed or imposed on or become a lien upon the personal property of Lessee located upon the Demised Premises. Lessee shall be deemed to have complied with for such security or part thereof held by Lender purpose, Lessee agrees promptly to the claimant entitled thereto at any time whenfurnish Lessor with copies of all correspondence, notices, pleadings and other writings in the judgment of Lender, the entitlement of such claimant is establishedconnection therewith.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as (other than any Excluded Taxes) prior the date that same shall become due and payabledelinquent, and and, upon Administrative Agent’s written request therefore from time to time, deliver to Lender Administrative Agent receipts for payment or other evidence reasonably satisfactory to Lender Administrative Agent that the such Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender Administrative Agent pursuant to Section 3.3 hereof3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and is continuing, (iib) such proceeding shall suspend the collection of the Taxes or such Other Charges, (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, (ivd) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (ve) if such Taxes or Other Charges are not paid by Borrower during such contest, Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Administrative Agent, 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 (vif) Borrower shall promptly upon final determination thereof pay the amount of such unpaid Taxes or Other Charges, together with all costs, interest and penalties. Lender Administrative Agent may pay over any such security 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.

Taxes and Other Charges. Each Borrower shall pay all Taxes and Other ----------------------- Charges applicable to such Borrower and the Collateral Property owned by it as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the such Taxes and Other Charges have been so paid no later than thirty (30) 30 days before they would be delinquent if not paid (provided, however, that a Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof4.3). No Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Propertyits Collateral Property other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the such Collateral Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the such Taxes or such Other Charges, (iii) 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, (iv) no part of or interest in the any Collateral Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) such Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the unpaid Taxes and Other Charges being contested (and in the case of any Taxes being contested, any sums in the Tax and Insurance Escrow fund dedicated to payment of such contested Taxes shall count toward such 125%), and (vi) such 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 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.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) 15 days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the any Property, and shall promptly pay for all utility services provided to the any Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the such Property will be in danger of being sold, forfeited, terminated, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such security 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.

Taxes and Other Charges. Borrower The Grantor shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid when due and discharged payable and before interest or penalties are due thereon, without any Lien deduction, defalcation or abatement, (a) all taxes, assessments, water and sewer rents, liens, charges and claims which may be assessed, levied, or filed at any time against the Grantor with respect to the Mortgaged Property or any part thereof (including without limitation any taxes levied upon or with respect to the revenues, income or profit of the Grantor from the Mortgaged Property) or against the interest of the Grantee therein, or which by any present or future law may become or be made a lien on the Mortgaged Property, or any part thereof, or a charge on such revenues, income or profits, and (b) the yearly fixed rents, if any, under the Ground Lease; and the Grantor shall promptly pay for all utility services provided produce to the Property. After prior notice to LenderGrantee, Borrowerupon request, at its own expensereceipts for the payment thereof, may contest by appropriate legal proceedingprovided, promptly initiated and conducted that if the Grantor in good faith and by appropriate legal action shall contest the validity of any such item, or the amount thereof, and if reasonably requested by the Grantee shall have established on the Grantor’s books or by deposit of a letter of credit or bond with due diligencethe Grantee, as the Grantor may elect, the amount required for the payment thereof, then the Grantor shall not be required to pay the item or validity or application of any Taxes or Other Chargesto produce the required receipts while the amount is maintained and so long as the contest operates to prevent collection, provided that (i) no Default or Event of Default has occurred is maintained and is continuingprosecuted with diligence, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) have been terminated or discontinued adversely to the Grantor. It is expressly agreed that no part of credit shall be claimed or interest in allowed on the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in Bond Service Charges payable under the proceeding, to insure the payment Loan Agreement because of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vi) Borrower shall promptly upon final determination thereof pay items paid by the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such 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 establishedGrantor.

Taxes and Other Charges. Subject to Lender's obligations under Section 3.1, Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.1). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the any Mortgaged Property, and shall promptly pay for all utility services provided to the PropertyMortgaged Properties. After prior 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 of any Taxes or Other ChargesCharges (and the non-payment of such Taxes or Other Charges will not constitute a Default), provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the such Mortgaged Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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 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.have

Taxes and Other Charges. Borrower Manager shall pay pay, or cause to be paid, all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower Manager need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.2). Borrower Manager shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for for, or cause to be paid, all utility services provided to the Property. After prior notice to Lender, BorrowerManager, at its own or Borrower's expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or 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 Manager is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, if the Manager pays the amount or satisfies the condition being contested, and the Manager would have the opportunity to do so, in the event of the Manager's failure to prevail in the contest, (v) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which the Manager and/or Borrower shall have has not furnished such additional security as may be required provided in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and clause (vi) Borrower shall promptly upon final determination thereof pay below, or to any risk of criminal liability, and neither the amount of such Taxes or Other Charges, together with all costs, Property nor any interest and penalties. Lender may pay over any such security or part thereof held by Lender therein would be subject to the claimant entitled thereto at imposition of any time when, in the judgment of Lender, the entitlement of such claimant is established.lien

Taxes and Other Charges. Borrower All real estate taxes and assessments and other taxes, fees and charges of every kind or nature, foreseen or unforeseen, which are levied, assessed or imposed upon Landlord and/or against the Premises, building, Common Area or Project or any part thereof by any federal, state, county, regional, municipal or other governmental or quasi-governmental or special district authority, together with any increases therein whether resulting from increased rate and/or valuation, shall be a direct expense and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraphs 4 and 5. By way of illustration and not limitation, "other taxes, fees and charges" as used herein include any and all Taxes taxes payable by Landlord (other than state and Other Charges as federal personal or corporate income taxes measured by the same become due and payablenet income of Landlord from all sources, premium taxes, and deliver to Lender receipts for payment Landlord's franchise, estate, inheritance and gift taxes), whether or other evidence satisfactory to Lender that not now customary or within the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (providedcontemplation of the parties hereto, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default upon, allocable to, or Event measured by the rent payable hereunder, including, without limitation, any gross income or excise tax levied by the local, state or federal government with respect to the receipt of Default has occurred and is continuingsuch rent, (ii) such proceeding shall suspend upon or with respect to the collection possession, leading, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Taxes Premises or such Other Chargesany part thereof, (iii) such proceeding shall be permitted under and be conducted upon or measured by the value of Tenant's personal property or leasehold improvements located in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunderPremises, (iv) no part of upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Property will be in danger of being sold, forfeited, terminated, canceled or lostPremises, (v) Borrower shall have furnished such security as may be required upon or with respect to vehicles, parking or the number of persons employed in or about the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonProject, and (vi) Borrower any tax, license, franchise fee or other imposition upon Landlord which is otherwise measured by or based in whole or in part upon the Project or any portion thereof. If Landlord contests any such tax, fee or charge, the cost and expense incurred by Landlord thereby (including, but not limited to, costs of attorneys and experts) shall promptly upon final also be direct expenses and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 4 and 5. In the event the Premises and any improvements installed therein by Tenant or Landlord are valued by the assessor disproportionately higher than those of other tenants in the building or Project or in the event alterations or improvements are made to the Premises, Tenant's percentage share of such taxes, assessments, fees and/or charges shall be readjusted upward accordingly and Tenant agrees to pay such readjusted share. Such determination shall be made by Landlord from the respective valuation assigned in the assessor's work sheet or such other information as may be reasonably available and Landlord's determination thereof shall be conclusive. Tenant agrees to pay, before delinquency, any and all taxes levied or assessed during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property located in the Premises, including carpeting and other property installed by Tenant notwithstanding that such carpeting or other property has become a part of the Premises. If any of Tenant's personal property shall be assessed with the Project, Tenant shall pay to Landlord, as additional rent, the amounts attributable to Tenant's personal property within ten (10) days after receipt of a written statement from Landlord setting forth the amount of such Taxes or Other Chargestaxes, together with all costs, interest assessments and penalties. Lender may pay over any such security or part thereof held by Lender public charges attributable to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedTenant's personal property.

Taxes and Other Charges. Borrower or Operating Tenant shall pay all Taxes and Other Charges as the same become due and payableprior to delinquency, and 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 thirty (30) 30 days before they would be delinquent if not paid (provided, however, that Borrower and Operating Tenant need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.3). Borrower and Operating Tenant shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower or Operating Tenant, as applicable, shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 penaltiespenalties 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 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 establishedestablished by a court of competent jurisdiction. Provided no Default or Event of Default shall have occurred and be continuing, upon delivery of evidence reasonably satisfactory to Lender that such Taxes or Other Charges have been paid in full or 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 released to Borrower or Operating Tenant, as applicable.

Taxes and Other Charges. (a) Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges as now or hereafter levied or assessed or imposed against the same become due and payable, and deliver Property or any part thereof prior to delinquency. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than thirty five (305) days before they Business Days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, that Borrower need not if the Tenant under a Lease is required to pay such Taxes nor furnish or Other Charges directly to the applicable Governmental Authority and Borrower timely requests and diligently pursues evidence of such receipts for payment of payment, and further provided that no enforcement action has been commenced by the applicable Governmental Authority resulting from Tenant's failure to pay Taxes paid by Lender pursuant or Other Charges, then Borrower shall have an additional thirty (30) day period to Section 3.3 hereofprovide such evidence to Lender). Borrower shall not suffer and any lien or charge whatsoever which may be or become a lien or charge against the Property (or any portion thereof), other than Permitted Encumbrances. Borrower shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty (or any portion thereof), and shall promptly pay pay, or cause to be paid, for all utility services provided to the Property. After prior 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 Property (or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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 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 establishedportion thereof).

Taxes and Other Charges. Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and deliver payable prior to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be date the same shall become delinquent if not paid (provided, however, that Borrower need not pay directly Taxes to the extent that funds to pay for such Taxes nor furnish such receipts for payment of Taxes paid by Lender have been deposited into the Tax Account pursuant to Section 3.3 6.2 hereof). Borrower shall, annually upon request from Lender, furnish to Lender adequate proof of the payment of the Taxes and the Other Charges. Borrower shall not permit or suffer and shall promptly discharge, or cause to be paid and discharged discharged, any Lien lien or charge against the Property, and shall promptly pay for for, or cause payment for, all utility services provided to the Property. After , provided that after prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all EAST\87098743.3 applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) 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; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the Property; and (vi) Borrower shall have furnished such deposit with Lender cash, or other security as may be required approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceedingcontested amount, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash or 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. Notwithstanding the foregoing, (i) Lender’s consent shall not be required for Sole Tenant to contest the amount or validity or application of any Taxes or Other Charges in accordance with the terms of the Sole Tenant Lease, and (ii) Borrower shall not be in default under this Section 4.1.3 if Sole Tenant is contesting the amount or validity or application of any Taxes or Other Charges in accordance with the terms of the Sole Tenant Lease so long as no default beyond applicable notice and cure periods has occurred and is continuing under the Sole Tenant Lease and so long as the conditions set forth in subsections 4.1.3 (ii) through (iv) above are otherwise satisfied.

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, and deliver . Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant prior to Section 3.3 hereof)the date the same shall become delinquent. Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the Property; and (vi) Borrower shall have furnished such deposit with Lender cash, or other security as may be required approved by Lender, in an amount equal to one hundred fifteen percent (115%) of the proceedingcontested amount, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash or 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.

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 any Property or any part thereof as the same become due and payable, other than such amounts that constitute De Minimis Liens, HOA and deliver Tax Amounts. It shall furnish, or cause to Lender receipts for payment be furnished, to the Agent receipts, or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant prior to Section 3.3 hereof)the date the same shall become delinquent. 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 Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) occurred; § 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, (iv) no thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; § neither the Collateral nor any Property nor any part of thereof 115 or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; § it shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, (v) Borrower together with all costs, interest and penalties which may be payable in connection therewith; § such proceeding shall suspend the collection of such contested Taxes or Other Charges, from the released Property; § appropriate reserves have furnished been established in accordance with GAAP and § it shall furnish such security as may be required in the proceeding, or as may be requested by the Agent, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender The Agent may pay over any apply such 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 establishedTaxes 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 granted hereunder being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and deliver and, upon written request, shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be prior to the date the same shall become delinquent if not paid (provided, however, that Borrower Borrowers need not pay such directly Taxes nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.3 hereofSECTION 6.3). Borrower Borrowers shall not permit or suffer (unless in connection with a contest by appropriate legal proceeding described hereinbelow) and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyProperties. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or 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 all applicable statutes, laws and shall not constitute a default thereunder, ordinances; (iviii) no Individual Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) 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; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the applicable Individual Property; and (vi) such Borrower shall have furnished such deposit with Lender cash, or other security as may be required approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceedingcontested amount, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash or 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.

Taxes and Other Charges. Borrower Borrowers and Operating Lessees shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be prior to the date the same shall become delinquent if not paid (provided, however, that Borrower Borrowers and/or Operating Lessees need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.3 hereof6.3). Borrower Neither Borrowers nor Operating Lessees shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Propertyany Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the such Property. After prior notice to Lender, BorrowerBorrowers or Operating Lessees, 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or 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 all applicable statutes, laws and shall not constitute a default thereunder, ordinances; (iviii) no Property or any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrowers or Operating Lessees shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrower such proceeding shall have furnished such suspend the collection of Taxes or Other Charges from the applicable Property; (vi) Borrowers or Operating Lessees shall deposit with Lender cash, or other security as may be required approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceedingcontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vivii) Borrower shall promptly upon final determination thereof failure to pay the amount of such Taxes or Other ChargesCharges will not subject Lender to any civil or criminal liability, together with all costs(viii) such contest shall not affect the ownership, interest use or occupancy of the applicable Property, and penalties(ix) Borrowers or Operating Lessees 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 or 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 establishedestablished or the applicable 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 secured by such Property being primed by any related Lien. Lender shall pay over to Borrowers any portion of such cash or other security not paid over to such claimant pursuant to this Section 4.6 promptly after delivery by Borrowers to Lender of evidence reasonably satisfactory to Lender that the applicable Taxes or Other Charges have been paid.

Taxes and Other Charges. (a) Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges (as such terms are defined in the same become due and payable, and deliver Mortgage Loan Documents) now or hereafter levied or assessed or imposed against the Property or any part thereof prior to delinquency. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than thirty five (305) days before they Business Days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, that Borrower need not if the Tenant under a Lease is required to pay such Taxes nor furnish or Other Charges directly to the applicable Governmental Authority and Borrower timely requests and diligently pursues evidence of such receipts for payment of payment, and further provided that no enforcement action has been commenced by the applicable Governmental Authority resulting from Tenant’s failure to pay Taxes paid by Lender pursuant or Other Charges, then Borrower shall have an additional thirty (30) day period to Section 3.3 hereofprovide such evidence to Lender). Borrower shall not suffer (and shall cause Mortgage Borrower not to) suffer any lien or charge whatsoever which may be or become a lien or charge against the Property (or any portion thereof), other than Permitted Encumbrances. Borrower shall promptly pay or cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a lien or charge against the Property, Property or the Collateral (or any portion thereof) and shall promptly pay pay, or cause to be paid, for all utility services provided to the Property. After prior 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 Property (or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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 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 establishedportion thereof).

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and 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 need not pay Taxes directly nor furnish such receipts for payment of Taxes to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 6.3). 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 thirty ten (3010) days before they prior to the date on which the Taxes and/or Other Charges would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof)paid. Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or 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 all applicable statutes, laws and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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 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.ordinances;

Taxes and Other Charges. Borrower Grantor shall pay before they are due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all Taxes taxes, assessments, levies, liabilities, obligations, encumbrances, water and Other Charges sewer rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against Grantor (other than income taxes of Grantor), the Mortgaged Property or any part thereof or against the interest of Beneficiary therein, or with respect to the Note or Deed of Trust and/or the ownership of either thereof by Beneficiary, 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, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon Beneficiary, except such taxes that are being contested in good faith by appropriate proceedings and for which they it have set aside on their books adequate reserves; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same become due shall be promptly satisfied and payabledischarged of record and the original official document (such as, and deliver to Lender receipts for payment instance, the tax receipt or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no satisfaction paper officially endorsed or certified) shall be placed in the hands of Beneficiary not later than thirty five (305) days before they would be delinquent if not paid (providedprior to the due date thereof. Provided, however, that Borrower need if, pursuant to this Deed of Trust or otherwise, Grantor shall have deposited with Beneficiary before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and Grantor is not pay such Taxes nor furnish such receipts for payment of Taxes otherwise in default, they shall be paid by Lender pursuant to Section 3.3 hereof). Borrower shall Beneficiary; and provided further, that if Grantor is not suffer in default hereunder and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and by appropriate legal action shall contest the validity of any such item, or the amount thereof, and shall have established on its books or by deposit of cash with due Beneficiary, as Beneficiary may elect, a reserve for the payment thereof in such amount as Beneficiary may require (including any interest and penalties which may be payable in connection therewith), then Grantor 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, and is maintained and prosecuted with diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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 thereunderhave been terminated or discontinued adversely to Grantor. Further, (iv) no Grantor will not apply for or claim any deduction, by reason of this Deed of Trust, from the taxable value of all or any part of the Mortgaged Property. It is expressly agreed that no credit shall be claimed or allowed on the interest in payable on the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment Note because of any such Taxes taxes or Other Charges, together with all interest and penalties thereon, 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 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 establishedother charges paid.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and material Other Charges as now or hereafter levied or assessed or imposed against the same become due and payableCollateral Properties or any part thereof prior to delinquency thereof. Upon Administrative Agent's request, and deliver each Borrower shall furnish to Lender receipts for payment Administrative Agent receipts, or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant prior to Section 3.3 hereof)the date the same shall become delinquent. 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 PropertyCollateral Properties, and shall promptly pay for all utility services provided to 111 the PropertyCollateral Properties. After prior 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 is continuing, remains uncured or would result from such contest; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument Contractual Obligation to which a Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Laws; (iviii) no Collateral Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) 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; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Collateral Properties; and (vi) each Borrower shall have furnished furnish to Administrative Agent for the benefit of the Lenders, such security as may be required in the proceedingproceeding or as may be necessary or advisable, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender Administrative Agent may pay over any apply such 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 establishedTaxes or Other Charges are established or any Collateral 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 any Mortgage 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 any Property or any part thereof as the same become due and payable. It shall furnish, and deliver or cause to Lender receipts for payment be furnished, to the Agent receipts, or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant prior to Section 3.3 hereof)the date the same shall become delinquent. 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 (ia) no Default or Event of Default has occurred and is continuing, occurred; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiib) 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, thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (ivc) no neither the Collateral nor any Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (d) 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; (ve) Borrower such proceeding shall suspend the collection of such contested Taxes or Other Charges, from the released Property; (f) appropriate reserves have furnished been established in accordance with GAAP and (g) it shall furnish such security as may be required in the proceeding, or as may be requested by the Agent, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender The Agent may pay over any apply such 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 establishedTaxes 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 granted hereunder 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 any Property or any part thereof as the same become due and payable. It shall furnish, and deliver or cause to Lender receipts for payment be furnished, to the Agent receipts, or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant prior to Section 3.3 hereof)the date the same shall become delinquent. 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%3) no Default or Event of Default has occurred and is continuing, occurred; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii%3) 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, thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iv%3) no neither the Collateral nor any Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (%3) 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; (v%3) Borrower such proceeding shall suspend the collection of such contested Taxes or Other Charges, from the released Property; (%3) appropriate reserves have furnished been established in accordance with GAAP and (%3) it shall furnish such security as may be required in the proceeding, or as may be requested by the Agent, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender The Agent may pay over any apply such 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 establishedTaxes or Other Charges are established or the Property or any other of its asset (or part thereof or interest therein) shall be in 101 53570.000371 EMF_US 44362017v35 danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien granted hereunder being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payableprior to delinquency, and 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 thirty (30) days before they would be delinquent if not paid prior to delinquency (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section SECTION 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes 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 shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may may, with the prior approval of Borrower (not to be unreasonably withheld), pay over any such 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.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges as the same become due and payable, and 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or 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, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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 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.. 33

Taxes and Other Charges. Borrower The Borrowers shall pay all Taxes and Other Charges as the same become due and payable, and subject to the Borrowers’ right to contest the same, and, upon Lender’s request, the Borrowers shall 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 thirty (30) days before they would be delinquent if not paid (provided, however, that Borrower the Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3 hereof3.2). Borrower The Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the any Property, and shall promptly pay for all utility services provided to the any Property. After prior notice to Lender, BorrowerThe Borrowers, 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in all material respects in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the any Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower the Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than one hundred and five percent (105%) of the Taxes and Other Charges being contested, and (vi) Borrower the Borrowers shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. The Borrowers shall provide written notice to Lender may pay over within five (5) Business Days after the commencement of any such security legal proceeding to contest the amount or part thereof held by Lender to the claimant entitled thereto at validity or application of any time when, in the judgment of Lender, the entitlement of such claimant is establishedTaxes or Other Charges.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender Agent receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no later than thirty (30) days before they would be prior to the date the same shall become delinquent if not paid (provided, however, that Borrower Borrowers need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.3 hereof6.3). Borrower Borrowers shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the any Property, and shall promptly pay for all utility services provided to the each Property. After prior notice to LenderAgent, 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) none of the provisions of Collateral, any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) 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; (v) Borrower such proceeding shall have furnished suspend the collection of Taxes or Other Charges from such Property; (vi) Borrowers shall deposit with Agent cash, or other security as may be required approved by Agent, in an amount equal to one hundred twenty-five percent (125%) of the proceedingcontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, and (vivii) Borrower shall promptly upon final determination thereof failure to pay the amount of such Taxes or Other ChargesCharges will not subject Agent or any Lender to any civil or criminal liability, together with all costs(viii) such contest shall not affect the ownership, interest use or occupancy of such Property, and penalties(ix) Borrowers shall, upon 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 or other security 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 establishedestablished or the Collateral, any 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. (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 shall be suspended for so long as Borrower complies with the terms and deliver provisions of Section 3.1 hereof subject to Borrower’s right in Section 3.1 to pay such Taxes and Other Charges and provide Lender with evidence thereof. Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid no not later than thirty ten (3010) days before they prior to the date the same would be delinquent if not paid (otherwise become delinquent; provided, however, that if Borrower need has not pay such Taxes nor furnish furnished such receipts for payment of Taxes prior to such date and Borrower is in compliance with Section 3.1 such Taxes shall be paid by Lender pursuant to in accordance with Section 3.3 3.1 hereof). Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Propertyexcept Permitted Encumbrances. 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 of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; and (v) (A) Borrower shall have furnished first pay such contested amount to the applicable taxing body or other governmental authority or (B) such proceeding shall suspend the collection of Taxes or Other Charges from the Property, and Borrower shall deposit with Lender cash, or other security as may be required reasonably approved by Lender, in an amount equal to 125% of the proceedingcontested amount, 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 such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement Property or any part thereof or interest therein will be in danger of such claimant is establishedbeing sold, forfeited, terminated, canceled or lost as a result of any non-payment.