Common use of Taxes and Other Charges Clause in Contracts

Taxes and Other Charges. Each Loan Party shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties (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); provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.

Taxes and Other Charges. Each Loan Party Borrowers shall filepay all Taxes and Other Charges prior to delinquency, cause and deliver to be filed Lender receipts for payment or obtain an extension other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3). Borrowers shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrowers, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement 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) 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 Taxes, assessment or other charge is effectively stayed for (less amounts then being retained in the entire duration of Taxes and Insurance Subaccount to pay such contest and no Lien is imposed on any Property or CollateralTaxes so contested), and (iiivi) any Taxes, assessment Borrowers shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges, assessment (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 other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such contest security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and no Lien is imposed on any Property or Collateralpenalties thereon, and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied or assessed or imposed against the Property or any time owing, part thereof as the same become due and payable. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent. Borrower shall not permit or suffer and shall promptly pay for all utility services provided discharge any lien or charge against the Property. After prior notice to the Properties (other than any such utilities which areLender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books occurred and remains uncured; (and, with respect to any Borrower, in the Special Reserves Accountii) adequate reserves such proceeding shall be permitted under and be conducted in accordance with GAAPall applicable statutes, laws and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and ordinances; (iii) neither the Property nor any Taxespart thereof or interest therein will be in danger of being sold, assessment forfeited, terminated, canceled or other charge determined to be duelost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with any all costs, interest or and penalties thereon, is promptly paid as required after final resolution which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contest. Promptly upon request of contested Taxes or Other Charges from the Administrative AgentProperty; and (vi) Borrower shall deposit with Lender cash, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due or other security as may be approved by Lender, in respect of such sample of Financed Properties (by number) an amount as may be reasonably requested required by Lender not to exceed one hundred twenty-five percent (125%) of the Administrative Agentcontested amount, which receipts shall be reviewed by to insure the Diligence Agent to confirm that payment of any such Taxes have been paid on a timely basisor Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the good faith judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and shall furnish to Agent receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower 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 shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against any Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Agent, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Event of Default has set aside on its books occurred and remains uncured; (and, with respect to any Borrower, in the Special Reserves Accountii) adequate reserves such proceeding shall be permitted under and be conducted in accordance with GAAPall applicable statutes, laws and ordinances; (iii) no Property or any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the non-payment amount of any such Taxes or non-discharge of Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such Taxes, assessments or other charges could not, individually or in proceeding shall suspend the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement collection of the contested TaxesTaxes or Other Charges from the applicable Property; (vi) Borrower shall deposit with Agent cash, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) security as may be reasonably requested by the Administrative Agent, which receipts in an amount not to exceed one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, provided that no such cash or other security shall be reviewed required in the amount of such Taxes or Other Charges 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, (vii) failure to pay such Taxes or Other Charges will not subject Agent or any Lenders to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the applicable Property, and (ix) Borrower shall, upon reasonable request by Agent, give Agent prompt notice of the Diligence 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. Agent may pay over any such cash or other security held by Agent to confirm that the claimant entitled thereto at any time when, in the judgment of Agent, the entitlement of such Taxes have been paid on a timely basisclaimant is established 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. Each Loan Party Borrower shall filepay, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all all, Taxes and governmental charges at any time owingOther Charges now or hereafter levied, assessed or imposed as the same become prior to delinquency. If paid by Borrower, Borrower shall furnish to Lender receipts for the payment of the Taxes or Other Charges prior to the date the same shall become delinquent unless funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 6.3 hereof). Borrower shall not permit or suffer, and shall promptly pay discharge, any Lien or charge against the Property, and shall promptly pay, or cause Master Tenant to pay, for all utility services provided to the Properties (other than Property, provided that in addition to any such utilities which are, pursuant rights granted to Master Tenant under the terms of any Master Tenant Lease, required after prior notice to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (c) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (d) Borrower shall promptly upon final determination thereof pay the amount of any such TaxesTaxes or Other Charges, assessments together with all costs, interest and other charges and, penalties which may be payable in connection therewith; (e) such event, may permit proceeding shall suspend the Taxes, assessments collection of Taxes or Other Charges from the Property; and (f) Borrower shall deposit with Lender cash or other charges so contested security as may be required in the proceeding, or as may otherwise be requested by Lender, to remain unpaid during ensure the payment of any periodsuch Taxes or Other Charges, including appeals, when a Loan Party is in good faith contesting together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to claimant entitled thereto at any Borrowertime when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge claimant is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisestablished.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at 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. Borrower shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against the Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Loan Party has set aside on its books Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (andiv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with respect 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 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 contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any Borrowercivil 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 held by Lender to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxesclaimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, assessments forfeited, terminated cancelled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment Deed of all Taxes due in respect of such sample of Financed Properties (Trust being primed by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay (or cause to be paid paid) all Taxes and governmental charges at 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 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). Borrower shall not suffer and shall promptly cause to be paid and discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges, assessment (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 other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such contest security as may be required in the proceeding to insure the payment of any such Taxes or Other Charges, together with all interest and no Lien is imposed on any Property or Collateralpenalties thereon, and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the reasonable judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party shall file, cause (a) Subject to be filed or obtain an extension Bank making available sufficient funds from the amounts deposited with Bank for the payment of Taxes in accordance with the terms of the time to fileLoan Documents, all Tax returns and reports required by law to be filed by it and will promptly pay each Borrower shall pay, or cause to be paid paid, all Taxes and governmental charges at Other Charges now or hereafter levied or assessed or imposed against its Project or any time owingpart thereof as the same become due and payable. Each Borrower shall furnish to Bank receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent. Except as otherwise expressly permitted under this Agreement or any other Loan Document, no Borrower shall suffer 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 pay and discharge or bond any Lien or charge against its Project and shall promptly pay for all utility services provided to its Project. Notwithstanding the Properties (other than any such utilities which are, pursuant foregoing to the terms of any Leasecontrary, required after prior notice to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party Bank, 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 the assessed value of the Project, provided that (i) no Event of Default has occurred and is then continuing; (ii) neither the applicable Project nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; and (iii) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes, assessments together with all costs, interest and penalties which may be payable in connection therewith. (b) Except for Taxes and mechanics’ lien claims that any Borrower disputes in good faith, each Borrower shall pay or bond so as to remove as a lien of record, from time to time when the same shall become due, all lawful claims and demands of mechanics, materialmen, laborers, and others which, if unpaid, might result in, or permit the creation of, a lien on its Project or any part thereof, or on the revenues, rents, issues, income and profits arising therefrom and in general will do or cause to be done everything necessary so that the Liens of its Mortgage shall be fully preserved, at the sole cost and expense of such Borrower and without expense to Bank. (c) Borrower shall pay any taxes, except income, gross receipts and other charges andtaxes determined by reference to the amount of interest and other sums payable under the Loan Documents, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution Bank by reason of such contest. Promptly upon request Bank’s ownership of the Administrative Agentthis Agreement, the Borrowers shall post to Note or the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisMortgage.

Taxes and Other Charges. Each Loan Party Mezzanine Borrower shall filepay, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid, all 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 Impositions have been so paid all Taxes before they would be delinquent if not paid. Mezzanine Borrower shall not suffer and governmental charges at shall promptly cause to be paid and discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Mezzanine Lender, pursuant Mezzanine Borrower, at its own expense, may contest, or cause Property Owner to the terms of any Leasecontest, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesImpositions, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectremains uncured, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesImpositions, assessment (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Mezzanine Borrower or other charge Property Owner is effectively stayed for subject and shall not constitute a default thereunder, (iv) no part of or interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Mezzanine Borrower or Property Owner shall have furnished such contest security as may be required in the proceeding, or as may be requested by Mezzanine Lender, to insure the payment of any such Impositions, together with all interest and no Lien is imposed on any Property or Collateralpenalties thereon, and (iiivi) any Taxes, assessment Mezzanine Borrower or other charge determined to be dueProperty Owner shall promptly upon final determination thereof pay the amount of such Impositions, together with all costs, interest and penalties. Mezzanine Lender may pay over any interest such cash deposit or penalties thereonpart thereof held by Mezzanine Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Mezzanine Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties (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); provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) All payments to Parent made under any Bridge Loan Document shall be free and clear of and without deduction for all Taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding Taxes to the applicable extent imposed on Parent’s net income or franchise. If Borrower shall be required by Law to deduct any such amounts from or in respect of any sum payable under any Bridge Loan Party Document to Parent, then the sum payable to Parent shall be increased as may be necessary so that, after making all required deductions, Parent receives an amount equal to the sum it would have received had no such deductions been made. If Parent becomes entitled to claim any additional amounts pursuant to this Section 5(k)(i) it shall promptly (but in any event within ninety (90) days of becoming aware thereof) notify Borrower of the event by reason of which Parent has set aside on its books become so entitled and a detailed calculation thereof, and each such notice of additional amounts payable pursuant to this Section 5(k)(i) submitted by Parent to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. (andii) Borrower shall promptly, and in any event within five (5) Business Days after Borrower or any Senior Manager obtains knowledge thereof, notify Parent in writing of any oral or written communication from the IRS or otherwise with respect to any (i) Tax investigations, relating to Borrower directly, or relating to any consolidated Tax Return which was filed on behalf of Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement notices of the contested Taxes, tax assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property possible tax assessment, (iii) years that are designated open pending tax examination or Collateralaudit, and (iiiiv) any Taxes, assessment information that could give rise to an IRS tax liability or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisassessment.

Taxes and Other Charges. Each Loan Party 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-public authority, together with any increases therein for any reason, shall filebe a common area charge and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. By way of illustration and not limitation, cause to be filed or obtain an extension of the time to file"other taxes, fees and charges" as used herein include any and all Tax returns and reports required taxes payable by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties Landlord (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid state and federal personal or corporate income taxes measured by the Tenant thereunder directly to net income of Landlord from all sources, and premium taxes), whether or not now customary or within the applicable service provider); provided that such Loan Party may contest in good faith any such Taxescontemplation of the parties hereto, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) upon, allocable to, or measured by the applicable Loan Party has set aside on its books (andrent payable hereunder, including, without limitation, any gross income or excise tax levied by the local, state or federal government with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge receipt of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrent, (ii) enforcement upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the contested TaxesPremises or any part thereof, assessment (iii) upon or other charge measured by the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is effectively stayed for a party creating or transferring an interest or estate in the entire duration Premises, (v) upon or with respect to vehicles, parking or the number of such contest and no Lien is imposed on any Property persons employed in or Collateralabout the Project, and (iiivi) any Taxestax, assessment license, franchise fee or other charge determined to 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 also be due, together with any interest or penalties thereon, is promptly paid as required after final resolution common area charges and Tenant shall pay its percentage share of such contestcosts to Landlord as provided in paragraph 16. Promptly upon request 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 on the Administrative Agent, building or Project or in the Borrowers shall post event alterations or improvements are made to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect Premises, Tenant's percentage share of such sample of Financed Properties (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 number) Landlord from the respective valuations assigned in the assessor's work sheet or such other information as may be reasonably requested by the Administrative Agent, which receipts available and Landlord's determination thereof shall be reviewed 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 the Diligence Agent to confirm Tenant notwithstanding that such Taxes have been paid on carpeting or other property has become a timely basispart 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 amount 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, assessments and public charges attributable to Tenant's personal property.

Taxes and Other Charges. Each Loan Party 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-public authority, together with any increase therein for any reason, shall filebe a common area charge and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. By way of illustration and not limitation, cause to be filed or obtain an extension of the time to file“other taxes, fees and charges” as used herein include any and all Tax returns and reports required taxes payable by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties Landlord (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid state and federal personal or corporate income taxes measured by the Tenant thereunder directly to net income of Landlord from all sources, and premium taxes), whether or not now customary or within the applicable service provider); provided that such Loan Party may contest in good faith any such Taxescontemplation of the parties hereto, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) upon, allocable to, or measured by the applicable Loan Party has set aside on its books (andrent payable hereunder, including, without limitation, any gross income or excise tax levied by the local, state or federal government with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge receipt of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrent, (ii) enforcement upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by tenant of the contested TaxesPremises or any part thereof, assessment (iii) upon or other charge measured by the value of Tenant’s personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is effectively stayed for a party creating or transferring an interest or estate in the entire duration Premises, (v) upon or with respect to vehicles, parking or the number of such contest and no Lien is imposed on any Property persons employed in or Collateralabout the Project, and (iiivi) any Taxesand tax, assessment license, franchise fee or other charge determined to 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 also be due, together with any interest or penalties thereon, is promptly paid as required after final resolution common area charges and Tenant shall pay its percentage share of such contestcosts to Landlord as provided in paragraph 16. Promptly upon request 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 on the Administrative Agent, building or Project or in the Borrowers shall post event alterations or improvements are made to the Administrative AgentPremises, Tenant’s online data room receipts evidencing payment of all Taxes due in respect percentage share of such sample of Financed Properties (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 number) Landlord from the respective valuations assigned in the assessor’s work sheet or such other information as may be reasonably requested by the Administrative Agent, which receipts available and Landlord’s determination thereof shall be reviewed 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 the Diligence Agent to confirm Tenant notwithstanding that such Taxes have been paid on carpeting or other property has become a timely basispart 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 amount 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, assessments and public charges attributable to Xxxxxxx’x personal property.

Taxes and Other Charges. Each Loan Party (a) Borrower shall file, cause to be filed pay all Taxes and Other Charges now or obtain an extension of hereafter levied or assessed or imposed against the time to file, all Tax returns Property or any part thereof as the same become due and reports required by law to be filed by it and will promptly pay payable. Borrower shall furnish or cause to be paid furnished to Lender all receipts for the payment of the Taxes and governmental charges at the Other Charges and upon request by Lender, a certificate from Borrower and Borrower Principal that indicates that, as of the date of such certificate, there are no liens filed against the Property arising from the non-payment of Taxes or Other Charges. Borrower shall not suffer nor permit any time owingTenant to suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Properties Property. (other than any such utilities which areb) After prior written notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Loan Party Legal Requirements; (iii) neither the Property nor any part thereof or interest 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 furnish such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon (unless Borrower has set aside on its books (and, with respect paid all of the Taxes or Other Charges under protest). Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any Borrowertime when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxesclaimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, assessments forfeited, terminated, canceled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment Deed of all Taxes due in respect of such sample of Financed Properties (Trust being primed by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes on or before the last date prior to which any interest, cause late fees or penalties would begin to be filed accrue thereon (the "Delinquency Date") and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or obtain an extension other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no later than the Delinquency Date (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which are, pursuant to the terms of any Lease, Property required to be paid by the Tenant thereunder directly Borrower. After prior notice to the applicable service provider); provided that such Loan Party 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges, assessment (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 other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such contest 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 no Lien is imposed on any Property or Collateralpenalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Borrowers shall filepay 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. Borrowers will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, cause however, that Borrowers are not required to be filed or obtain an extension furnish such receipts for payment of Taxes in the time event that such Taxes have been paid by Lender pursuant to file, all Tax returns Section 7.3 hereof). Borrowers shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owinglien or charge whatsoever which may be or become a lien or charge against any Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperties. Borrowers, pursuant to the terms of any Leaseat their own expense, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectremains uncured, (ii) enforcement such proceeding shall suspend the collection of the contested Taxes, assessment Taxes or other charge is effectively stayed for Other Charges from the entire duration of such contest and no Lien is imposed on any applicable Property or CollateralProperties, and (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any Taxesother instrument to which Borrowers are subject and shall not constitute a default thereunder, assessment (iv) neither any Property nor any part thereof or other charge determined interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to be dueinsure the payment of any such Taxes or Other Charges, together with any all interest or and penalties thereon; and (vi) Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, is promptly together with all costs, interest and penalties which may be payable in connection therewith. Prior written notice of any such contest must be given to Lender if the contested Taxes or Other Charges have not been paid as required after final resolution prior to initiation of the contest. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien or charge against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement 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 contested TaxesTaxes or such Other Charges, assessment (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) no part of or other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (vi) 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, (vii) 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 and no Lien is imposed on any Property shall not affect the ownership, use or Collateraloccupancy of the Property, and (iiiix) any TaxesBorrower shall, assessment or other charge determined to be dueupon request by Lender, together with any interest or penalties thereon, is promptly paid as required after final resolution give Lender prompt notice of the status of such contest. Promptly upon request proceedings and/or confirmation of the Administrative Agentcontinuing 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 Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect entitlement of such sample of Financed Properties claimant is established or the Property (by numberor any part thereof or interest therein) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed 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 the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Company shall filepay 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, cause to be filed or obtain an extension other evidence for the payment of the time Taxes and the Other Charges prior to file, all Tax returns the date the same shall become delinquent. Company shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien 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 Properties (other than any such utilities which areProperty. After prior written notice to Preferred Member, pursuant to the terms of any LeaseCompany, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Change of Control Event has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the applicable Loan Party has set aside on its books provisions of any other instrument to which Company is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (andiii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Company shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with respect 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) 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 Borrowersuch Taxes or Other Charges, together with all interest and penalties thereon. Preferred Member may apply such security or part thereof held by Preferred Member at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Preferred Member, and the non-payment validity or non-discharge applicability of such TaxesTaxes or Other Charges are established or the Property (or part thereof or interest therein) shall be in danger of being sold, assessments forfeited, terminated, cancelled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (Security Instrument being primed by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrowers shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied or assessed or imposed against the Properties or any time owing, and shall promptly pay for all utility services provided part thereof prior to the Properties (other than date upon which any such utilities which areinterest or late charges shall begin to accrue thereon, pursuant subject to the terms and provisions of Section 7.2 of the First Mortgage Loan Agreement. After prior notice to Lender, any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Event of Default, First Mortgage Event of Default, First Mezzanine Event of Default, or Second Mezzanine Event of Default exists; (b) such Taxes, assessments proceeding shall be permitted under and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves be conducted in accordance with GAAPthe provisions of any other instrument to which such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, ordinances; (iic) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on neither any Property nor any part thereof or Collateralinterest therein will be in imminent danger of being sold, and forfeited, terminated, cancelled or lost; (iiid) such Borrower shall promptly upon final determination thereof pay the amount of any Taxes, assessment such Taxes or other charge determined to be dueOther Charges, together with any all costs, interest or and penalties thereon, is promptly paid as required after final resolution which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contest. Promptly upon request of contested Taxes or Other Charges from the Administrative Agentapplicable Property; and (f) such Borrower shall furnish such security as may be required in the proceeding, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) or as may be reasonably requested by Lender, to insure the Administrative Agentpayment of any such Taxes or Other Charges, which receipts together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or any Property (or part thereof or interest therein) shall be reviewed 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 the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 ten (10) days before they would be filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the Taxes or such Other Charges (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 Taxes, assessment or other charge is effectively stayed for (less amounts then being retained in the entire duration of Tax and Insurance Subaccount to pay such contest and no Lien is imposed on any Property or CollateralTaxes so contested), and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Borrowers shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at 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 Borrowers 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). Borrowers shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against any Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrowers, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at their own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property or any part thereof or interest 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) such proceeding shall suspend the collection of Taxes or Other Charges from the applicable Loan Party has set aside on its books Property; (andvi) Borrowers shall 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 contested amount, to insure the payment of any such Taxes or Other Charges, together with respect all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any Borrowercivil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the applicable Property, and (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 held by Lender to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxesclaimant is established or the applicable Property (or any part thereof or interest therein) shall be in danger of being sold, assessments forfeited, terminated cancelled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of Mortgage secured by such sample of Financed Properties (Property being primed by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. (a) Each Loan Party shall file, cause to be filed or obtain an extension of the time to fileCompany and its Subsidiaries will duly pay and discharge, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid and discharged, before the same becomes in arrears, all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties (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); provided that such Loan Party may contest in good faith any such Taxestaxes, assessments and other governmental charges andimposed upon such Person and its properties, in sales or activities, or upon the income or profits therefrom, as well as all claims for labor, materials, supplies or services which if unpaid might by law become a Lien upon any of its assets; provided, however, that any such eventtax, may permit assessment, charge or claim need not be paid if the Taxes, assessments validity or other charges so amount thereof shall at the time be contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has by appropriate proceedings and if such Person shall, in accordance with GAAP, have set aside on its books (and, adequate reserves with respect thereto; and provided, further, that each of the Company and its Subsidiaries shall pay or bond, or cause to be paid or bonded, all such taxes, assessments, charges or other governmental claims immediately upon the commencement of proceedings to foreclose any BorrowerLien which may have attached as security therefor (except to the extent such proceedings have been dismissed or stayed). (b) Each of the Company and its Subsidiaries will promptly pay when due, or in conformity with ordinary business practices, all accounts payable incident to the Special Reserves Accountoperations of such Person not referred to in paragraph (a) adequate reserves of this Section 9.4; provided, however, that any such Indebtedness need not be paid if the validity or amount thereof shall at the time be contested in good faith and if such Person shall, in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed set aside on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together its books adequate reserves with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisthereto.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied or assessed or imposed against the Property or any time owingpart thereof as the same become due and payable, subject to Section 6.2 hereof. Borrower shall furnish to Lender receipts for the payment of the Taxes and shall promptly pay for all utility services provided the Other Charges prior to the Properties (other than any such utilities which aredate the same shall become delinquent; provided, pursuant to the terms of any Leasehowever, that Borrower is not required to be paid by the Tenant thereunder directly to the applicable service provider); provided that furnish such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, receipts for payment of Taxes in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm event that such Taxes have been paid on by Lender pursuant to Section 6.2 hereof. Borrower shall not permit or suffer and, subject to Sections 4.1.1 and 4.2.1 hereof, shall promptly discharge any lien or charge against the Property. After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (a) no Default (other than a timely basisDefault that is the subject matter being contested) or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (d) 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; (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 contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; and (g) such contest by Borrower is not in violation of Leases or Operating Agreements. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges prior to delinquency, cause and deliver to be filed Lender receipts for payment or obtain an extension other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement 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 Taxes, assessment or other charge is effectively stayed for (less amounts then being retained in the entire duration of Taxes and Insurance Subaccount to pay such contest and no Lien is imposed on any Property or CollateralTaxes so contested), and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may, with the prior approval of Borrower (not to be unreasonably withheld), pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party (a) Mortgagor shall filepay, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid paid, at least five (5) business days prior to the time any interest or penalty may be imposed due to late payment, all Taxes taxes, assessments, water rates, sewer rentals, dues, charges, fees, levies, fines, impositions, liabilities, obligations and encumbrances and other charges of every nature and to whomever assessed that may now or hereafter be levied or assessed upon the Mortgaged Property or any part thereof, or upon Mortgagor's interest in the Rents thereof, or upon this Mortgage or the Obligations or upon or against the interest of Mortgagee in the Mortgaged Property, whether any or all of such items be levied directly or indirectly, as well as income taxes, assessments and other governmental charges levied and imposed by the United States of America or any state, county, municipality or other taxing authority upon or against Mortgagor or in respect of the Mortgaged Property (all of the foregoing herein referenced to as "Taxes" or individually as a "Tax") and Mortgagor shall deliver to Mortgagee, at any time owingleast five (5) days before such payments would become delinquent, and shall promptly pay for all utility services provided receipted bills evidencing payment therefor. Notwithstanding anything to the Properties (other than any such utilities which arecontrary contained herein, pursuant Mortgagor shall have the right, at its own expense and after prior written notice to the terms of any LeaseMortgagee, required by appropriate proceedings duly instituted and diligently prosecuted, to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest in good faith the validity or amount of any such Taxes, assessments and other charges andTaxes in the manner provided by law, in such which event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.Mortgagor shall:

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay (or cause Manager to be paid pay) all Taxes and governmental charges at 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 a 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 shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against the Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Loan Party has set aside on its books Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (andiv) Borrower shall promptly upon final determination thereof pay (or cause Manager to pay) the amount of any such Taxes or Other Charges, together with respect 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 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 contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any Borrowercivil 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 held by Lender to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxesclaimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, assessments forfeited, terminated cancelled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (Mortgage being primed by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent. Borrower shall not permit or suffer and shall promptly discharge any lien or charge against the Property. After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest 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 deposit with Lender cash, or other security as may be approved by Lender, in an amount equal to one hundred fifteen percent (115%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time owing, and shall promptly pay for all utility services provided to the Properties (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); provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrowerwhen, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge claimant is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisestablished.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at 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 shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Loan Party has set aside on its books Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (andiv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with respect 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 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 contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any Borrowercivil 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 held by Lender to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxesclaimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, assessments forfeited, terminated cancelled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (Mortgage being primed by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges prior to delinquency, cause and deliver to be filed Lender receipts for payment or obtain an extension other evidence satisfactory to Lender that the Taxes have been so paid at least thirty (30) days 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) and that the time Other Charges have been so paid prior to file, all Tax returns delinquency. Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement 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 Taxes, assessment or other charge is effectively stayed for (less amounts then being retained in the entire duration of Taxes and Insurance Subaccount to pay such contest and no Lien is imposed on any Property or CollateralTaxes so contested), and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties and Borrower shall be permitted to use such security to make such payment. Lender may, with the prior approval of Borrower (not to be unreasonably withheld), pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contestclaimant is established. Promptly Provided no Default or Event of Default shall have occurred and is continuing, upon request delivery of the Administrative Agent, the Borrowers shall post evidence reasonably satisfactory to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm Lender that such Taxes or Other Charges have been paid on a timely basisin 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. Each Loan Party Borrowers and Operating Lessees shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at 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 Borrowers and/or Operating Lessees 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). Neither Borrowers nor Operating Lessees shall permit or suffer, and shall promptly discharge, any time owingLien or charge against any Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrowers or Operating Lessees, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at their own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property or any part thereof or interest 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) such proceeding shall suspend the collection of Taxes or Other Charges from the applicable Loan Party has set aside on its books Property; (andvi) Borrowers or Operating Lessees shall 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 contested amount, to insure the payment of any such Taxes or Other Charges, together with respect all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any Borrowercivil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the applicable Property, and (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 held by Lender to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxesclaimant is established or the applicable Property (or any part thereof or interest therein) shall be in danger of being sold, assessments 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 charges could not, individually 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 in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes Other Charges have been paid on a timely basispaid.

Taxes and Other Charges. Each Loan Party Borrower shall file, (or shall cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly Senior Borrower to) pay or cause Manager to be paid pay all Taxes and governmental charges at 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. Borrower shall not (and shall not permit Senior Borrower to) permit or suffer, and shall promptly discharge, any time owingLien or charge against the Property or the Collateral, and shall promptly pay (or cause to be paid) for all utility services provided to the Properties Property. After prior notice to Lender, Borrower, at its own expense, may (other than any such utilities which areor may cause Senior Borrower to) contest by appropriate legal proceeding, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such Taxes, assessments proceeding shall be permitted under and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves be conducted in accordance with GAAPthe provisions of any other instrument to which Borrower, Senior Borrower or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (c) neither the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative AgentProperty, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment Collateral nor any part thereof or interest therein will be in danger of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agentbeing sold, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.forfeited, terminated, canceled or lost;

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause and deliver to Administrative Agent receipts for payment or other evidence satisfactory to Administrative Agent that the Taxes and Other Charges have been so paid no later than thirty (30) days before they would be filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Administrative Agent, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges (unless Borrower elects to pay such Taxes or such Other Charges while contesting them), assessment (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 other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) if such contest 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 no Lien is imposed on any Property or Collateralpenalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such unpaid Taxes or other charge determined to be dueOther Charges, together with any all costs, interest or and penalties thereon, is promptly paid as required after final resolution and upon delivering evidence of such contestpayment 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. Promptly upon request Administrative Agent may pay over any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the judgment of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect entitlement of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Subject to the terms of Section 3.3, Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 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 filed or obtain an extension of the time paid by Lender pursuant to file, all Tax returns Section 3.3). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any Taxesother instrument to which Borrower is subject and shall not constitute a default thereunder, assessment (iv) no part of or other charge determined to interest in the Property will be duein danger of being sold, together with any interest forfeited, terminated, canceled or penalties thereonlost, is promptly paid (v) Borrower shall have furnished such security as may be required after final resolution of such contest. Promptly upon request of in the Administrative Agentproceeding, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) or as may be reasonably requested by Lender, to insure the Administrative Agentpayment of any such Taxes or Other Charges, together with all interest and penalties thereon, which receipts shall not be reviewed by less than 125% of the Diligence Agent Taxes and Other Charges being contested or provide Lender with an endorsement to confirm that Lender’s Title Policy insuring over any such lien, and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes have been paid on a timely basisor Other Charges, together with all costs, interest and penalties (“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. Each Loan Party shall file, cause (a) Subject to be filed or obtain an extension Bank making available sufficient funds from the amounts deposited with Bank for the payment of Taxes in accordance with the terms of the time to fileLoan Documents, all Tax returns and reports required by law to be filed by it and will promptly pay Borrower shall pay, or cause to be paid paid, all Taxes and governmental charges at Other Charges now or hereafter levied or assessed or imposed against the Project or any time owingpart thereof as the same become due and payable. Borrower shall furnish to Bank receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent. Except as otherwise expressly permitted under this Agreement or any other Loan Document, Borrower shall not suffer 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 pay and discharge or bond any Lien or charge against the Project and shall promptly pay for all utility services provided to the Properties (other than any such utilities which are, pursuant Project. Notwithstanding the foregoing to the terms of any Leasecontrary, required after prior notice to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party Bank, 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 the assessed value of the Project, provided that (i) no Event of Default has occurred and is then continuing; (ii) neither the Project nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; and (iii) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes, assessments together with all costs, interest and penalties which may be payable in connection therewith. (b) Except for Taxes and mechanics’ lien claims that Borrower disputes in good faith, Borrower shall pay or bond so as to remove as a lien of record, from time to time when the same shall become due, all lawful claims and demands of mechanics, materialmen, laborers, and others which, if unpaid, might result in, or permit the creation of, a lien on the Project or any part thereof, or on the revenues, rents, issues, income and profits arising therefrom and in general will do or cause to be done everything necessary so that the Liens of the Mortgage shall be fully preserved, at the sole cost and expense of Borrower and without expense to Bank. (c) Borrower shall pay any taxes, except income, gross receipts and other charges andtaxes determined by reference to the amount of interest and other sums payable under the Loan Documents, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution Bank by reason of such contest. Promptly upon request Bank’s ownership of the Administrative Agentthis Agreement, the Borrowers shall post to Note or the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisMortgage.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and, upon written request, 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 shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against the Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Loan Party has set aside on its books Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (andiv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with respect 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 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 contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any Borrowercivil 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 held by Lender to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxesclaimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, assessments forfeited, terminated cancelled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (Mortgage being primed by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes now or hereafter levied or assessed or imposed against the Project or any part thereof prior to the imposition of any interest, charges or expenses for the non-payment thereof and shall pay all Other Charges on or before the date they are due. Borrower will deliver to Agent receipts for payment or other evidence satisfactory to Agent that the Taxes have been so paid or are not then delinquent within ten (10) days after payment thereof (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Agent pursuant to Section 10.2 above). Upon request, Borrower shall deliver to Agent evidence satisfactory to Agent that the Other Charges have been so paid and are not delinquent. Borrower shall not suffer and shall promptly cause to be filed paid, discharged or obtain an extension of removed (or shall contest as otherwise provided in the time to file, all Tax returns and reports required by law to Mortgage) any Lien or charge whatsoever which may be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at any time owingbecome a Lien or charge against the Project other than a Permitted Exception, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProject. After prior written notice to Agent, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate 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, provided that (a) no Event of Default has occurred and remains uncured; (b) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall not constitute a default under the provisions of any other instrument to which Borrower is subject and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) during the period of such contest, neither the Project nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (e) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes, assessments together with all costs, interest and other charges and, penalties which may be payable in connection therewith; (f) such event, proceeding shall suspend the collection of such contested Taxes from the Project; and (g) Borrower shall furnish such security as may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, be required in the Special Reserves Account) proceeding, or establish adequate cash reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed to insure the payment of any such Taxes, together with all interest and penalties thereon. Upon final determination, if not previously and completely satisfied by the Diligence Borrower, Agent may pay over any such cash deposit or part thereof held by Agent to confirm the claimant entitled thereto. Notwithstanding anything to the contrary contained in this Section 14.2, Borrower shall not be required to provide prior written notice to Agent of any contest of Taxes provided that Borrower pays the full amount of such Tax which is due to the proper Governmental Authority prior to its initiation of any contest and provided further that Borrower satisfies all of the conditions contained above other than in subclause (g) and has complied with all requirements of the appropriate Governmental Authority with respect to the payment of such Taxes have been paid on a timely basisand the posting of security thereof, if any.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay any Real Estate Taxes nor furnish such receipts for payment of the time such Real Estate Taxes paid by Lender pursuant to file, all Tax returns Section 3.3 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien or charge against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (a) no Event of Default has occurred and is continuing, (b) such Taxes, assessments proceeding shall be permitted under and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves be conducted in accordance with GAAPall applicable statutes, laws and ordinances, (c) such proceeding shall suspend the non-payment collection of the applicable Taxes or non-discharge such Other Charges, (d) such proceeding shall be permitted under and be conducted in accordance with the provisions of such Taxesany other instrument to which Borrower is subject and shall not constitute a default thereunder, assessments (e) no part of or other charges could not, individually or interest in the aggregateProperty will be in danger of being sold, reasonably be expected to have a Material Adverse Effectforfeited, terminated, canceled or lost, (iif) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of Borrower shall have furnished such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) security as may be reasonably required in the proceeding, or as may be requested by Lender, to insure the Administrative Agentpayment of any such Taxes or Other Charges, together with all interest and penalties thereon, which receipts shall not be less than 115% of the Taxes and Other Charges being contested (less 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 penalties (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 established or the Property (or any part thereof or interest therein) shall be reviewed 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 the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party It shall filepay, or shall cause to be filed or obtain an extension of the time to filepaid, all Tax returns Taxes and reports required by law to be filed by it Other Charges now or hereafter levied or assessed or imposed against any Property or any part thereof as the same become due and will promptly pay payable. It shall furnish, or cause to be paid all furnished, to the Agent receipts, or other evidence for the payment of the Taxes and governmental charges at any time owing, the Other Charges prior to the date the same shall become delinquent. It shall not suffer and shall promptly pay for all utility services provided and discharge any Lien or charge whatsoever which may be or become a Lien or charge against any Collateral other than Permitted Liens. After prior written notice to the Properties (other than any such utilities which areAgent, pursuant to the terms of any Leaseit may, required to be paid at its own expense, contest by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest 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 (%3) no Default or Event of Default has occurred; (%3) such Taxes, assessments proceeding shall be permitted under and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves be conducted in accordance with GAAP, the provisions of any other instrument to which the Borrowers are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (%3) neither the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on Collateral nor any Property nor any part thereof or Collateralinterest therein will be in danger of being sold, and forfeited, terminated, cancelled or lost; (iii%3) it shall promptly upon final determination thereof pay the amount of any Taxes, assessment such Taxes or other charge determined to be dueOther Charges, together with any all costs, interest or and penalties thereon, is promptly paid as required after final resolution which may be payable in connection therewith; (%3) such proceeding shall suspend the collection of such contest. Promptly upon request of contested Taxes or Other Charges, from the Administrative Agent, the Borrowers released Property; (%3) appropriate reserves have been established in accordance with GAAP and (%3) it shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of furnish such sample of Financed Properties (by number) security as may be reasonably required in the proceeding, or as may be requested by the Administrative Agent, which receipts to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. The Agent may apply such security or part thereof held by it at any time when, in its judgment, the validity or applicability of such Taxes or Other Charges are established or the Property or any other of its asset (or part thereof or interest therein) shall be reviewed in 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 the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party (a) Borrowers shall filepay all Taxes and Other Charges now or hereafter levied or assessed or imposed against any Property or any part thereof before the same become delinquent; provided, cause however, Borrowers’ obligation to directly pay Taxes and Other Charges shall be filed or obtain an extension suspended for so long as Borrowers comply with the terms and provisions of Section 8.1 hereof. Borrowers shall furnish to Lender reasonable proof of the time payment of the Taxes and the Other Charges prior to filethe date the same shall become delinquent (provided, all Tax returns however, that such Borrower is not required to furnish such receipts for payment of Taxes and reports required Other Charges in the event that such Taxes and Other Charges have been paid by law Lender pursuant to be filed by it Section 8.1 hereof). Borrowers shall not suffer and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owinglien or charge whatsoever which may be or become a lien or charge against any Property, and shall promptly pay for all utility services provided to the Properties any Property. (other than b) After prior written notice to Lender, any such utilities which areBorrower, pursuant to the terms of any Leaseat its own expense, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the applicable Loan Party has set aside on provisions of any other instrument to which such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be permitted by and conducted in accordance with all Applicable Law; (iii) neither its books Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (andiv) such Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with respect 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 such Property; (vi) such Borrower shall, from and after the date that such Taxes or Other Charges would start accruing interest and/or penalties for failing to pay such Taxes and/or Other Charges, furnish such security as may be required in the proceeding, to insure the payment of any Borrowersuch Taxes or Other Charges, together with all interest and penalties thereon and (vii) such Borrower shall, from and after the date that such Taxes or Other Charges would start accruing interest and/or penalties for failing to pay such Taxes and/or Other Charges, either (x) furnish such security or deliver to Lender such reserve deposits as may be requested by Lender to insure the payments of any such Taxes or Other Charges together with all interest and penalties thereon or (y) provide Lender with evidence satisfactory to Lender that such Taxes and Other Charges have been bonded over in a manner satisfactory to Lender. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxesclaimant is established or such Property (or part thereof or interest therein) shall be in danger of being sold, assessments forfeited, terminated, canceled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration lien of such contest and no Lien is imposed on any Property or Collateral, and (iii) Security Instrument being primed by any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisrelated lien.

Taxes and Other Charges. Each Loan Party 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-public authority, together with any increases therein for any reason, shall filebe a common area charge and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. By way of illustration and not limitation, cause to be filed or obtain an extension of the time to file"other taxes, fees and charges" as used herein include any and all Tax returns and reports required taxes payable by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties Landlord (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid state and federal personal or corporate income taxes measured by the Tenant thereunder directly to net income of Landlord from all sources, and premium taxes), whether or not now customary or within the applicable service provider); provided that such Loan Party may contest in good faith any such Taxescontemplation of the parties hereto, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) upon, allocable to, or measured by the applicable Loan Party has set aside on its books (andrent payable hereunder, including, without limitation, any gross income or excise tax levied by the local, state or federal government with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge receipt of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrent, (ii) enforcement upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the contested TaxesPremises or any part thereof, assessment (iii) upon or other charge measured by the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is effectively stayed for a party creating or transferring an interest or estate in the entire duration Premises, (v) upon or with respect to vehicles , parking or the number of such contest and no Lien is imposed on any Property persons employed in or Collateralabout the Project, and (iiivi) any Taxestax, assessment license, franchise fee or other charge determined to 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 also be due, together with any interest or penalties thereon, is promptly paid as required after final resolution common area charges and Tenant shall pay its percentage share of such contestcosts to Landlord as provided in paragraph 16. Promptly upon request 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 on the Administrative Agent, building or Project or in the Borrowers shall post event alterations or improvements are made to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect Premises, Tenant's percentage share of such sample of Financed Properties (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 number) Landlord from the respective valuations assigned in the assessor's work sheet or such other information as may be reasonably requested by the Administrative Agent, which receipts available and Landlord's determination thereof shall be reviewed 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 the Diligence Agent to confirm Tenant notwithstanding that such Taxes have been paid on carpeting or other property has become a timely basispart 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 amount 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, assessments and public charges attributable to Tenant's personal property.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 ten (10) days before they would be filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the Taxes or such Other Charges (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 Taxes, assessment or other charge is effectively stayed for (less amounts then being retained in the entire duration of Tax and Insurance Subaccount to pay such contest and no Lien is imposed on any Property or CollateralTaxes so contested), and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 ten (10) Table of Contents days before they would be filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges, assessment (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 other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such contest 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 no Lien is imposed on any Property or Collateralpenalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Section 11.1 Lessee shall, without notice or demand, as additional rent, pay and discharge, on or before the last day on which the same may be paid without penalty, all taxes, assessments, assessments levied by reason of restrictive covenants affecting the Demised Premises, rates and charges, sanitary assessments, and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, and each and every installment thereof together with all interest and penalties thereon, which shall fileor may during the Demised Term be levied, cause to be filed assessed or obtain an extension imposed on or become a lien upon or become due or payable out of or for or by reason of the time to fileuse or occupancy of the Demised Premises or any part thereof, all Tax returns the Lessee's or the Lessor's interest in the Demised Premises and reports required by law to be filed by it and will promptly pay the improvements located thereon, or cause to be paid all Taxes and governmental charges at any time owingbuildings, and shall promptly pay for all utility services provided 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 Properties (other than any such utilities which are, pursuant to the terms of any Lease, required to foregoing shall be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, Lessee together with any all interest or and penalties thereon, is promptly paid as required after final resolution under or by virtue of such contest. Promptly upon request all present or future laws, ordinances, requirements, orders, directions, rules or regulations of the Administrative Agentfederal, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment state, county and city or local governments and of all Taxes due in respect other governmental authorities whatsoever. Lessee shall pay 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 such sample of Financed Properties (by number) as may be reasonably requested by Lessee located upon the Administrative Agent, which receipts Demised Premises. Lessee shall be reviewed by the Diligence Agent deemed to confirm that have complied with for such Taxes have been paid on a timely basispurpose, Lessee agrees promptly to furnish Lessor with copies of all correspondence, notices, pleadings and other writings in connection therewith.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges (other than any Excluded Taxes) prior the date that same shall become delinquent, cause to be filed or obtain an extension of the and, upon Administrative Agent’s written request therefore from time to filetime, all Tax returns deliver to Administrative Agent receipts for payment or other evidence reasonably satisfactory to Administrative Agent that such Taxes and reports required Other Charges have been so paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by law Administrative Agent pursuant to be filed by it Section 3.3). Borrower shall not suffer and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Administrative Agent, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (a) no Event of Default has occurred and is continuing, (b) such proceeding shall suspend the collection of the Taxes or such Other Charges, (c) 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, (d) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (e) 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 TaxesTaxes or Other Charges, assessments together with all interest and other charges andpenalties thereon, in which shall not be less than 125% of the Taxes and Other Charges being contested, and (f) Borrower shall promptly upon final determination thereof pay the amount of such eventunpaid Taxes or Other Charges, together with all costs, interest and penalties. Administrative Agent may permit pay over any such security or part thereof held by Administrative Agent to the Taxes, assessments or other charges so contested to remain unpaid during claimant entitled thereto at any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrowertime when, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge judgment of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect entitlement of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges prior to delinquency, cause and deliver to be filed Lender receipts for payment or obtain an extension other evidence satisfactory to Lender that the Taxes have been so paid at least thirty (30) days 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) and that the time Other Charges have been so paid prior to file, all Tax returns delinquency. Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement 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 Taxes, assessment or other charge is effectively stayed for (less amounts then being retained in the entire duration of Taxes and Insurance Subaccount to pay such contest and no Lien is imposed on any Property or CollateralTaxes so contested), and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may, with the prior approval of Borrower (not to be unreasonably withheld), pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party 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-public authority, together with any increases therein for any reason, shall filebe a common area charge and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. By way of illustration and not limitation, cause to be filed or obtain an extension of the time to file"other taxes, fees and charges" as used herein include any and all Tax returns and reports required taxes payable by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties Landlord (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid state and federal personal or corporate income taxes measured by the Tenant thereunder directly to net income of Landlord from all sources, and premium taxes), whether or not now customary or within the applicable service provider); provided that such Loan Party may contest in good faith any such Taxescontemplation of the parties hereto, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) upon, allocable to, or measured by the applicable Loan Party has set aside on its books (andrent payable hereunder, including, without limitation, any gross income or excise tax levied by the local, state or federal government with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge receipt of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrent, (ii) enforcement upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the contested TaxesPremises or any part thereof, assessment (iii) upon or other charge measured by the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is effectively stayed for a party creating or transferring an interest or estate in the entire duration Premises, (v) upon or with respect to vehicles, parking or the number of such contest and no Lien is imposed on any Property persons employed in or Collateralabout the Project, and (iiivi) any Taxestax, assessment license, franchise fee or other charge determined to 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 also be due, together with any interest or penalties thereon, is promptly paid as required after final resolution common area charges and Tenant shall pay its percentage share of such contestcosts to Landlord as provided in paragraph 16. Promptly upon request 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 Administrative Agent, building or Project or in the Borrowers shall post event alterations or improvements are made to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect Premises, Tenant's percentage share of such sample of Financed Properties (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 number) Landlord from the respective valuations assigned in the assessor's work sheet or such other information as may be reasonably requested by the Administrative Agent, which receipts available and Landlord's determination thereof shall be reviewed 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 the Diligence Agent to confirm Tenant notwithstanding that such Taxes have been paid on carpeting or other property has become a timely basispart 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 amount 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, assessments and public charges attributable to Tenant's personal property.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof at any time owing, least ten (10) days prior the date such Taxes will become delinquent. Borrower shall not permit or suffer and shall promptly pay for all utility services provided discharge any lien or charge against the Property. Notwithstanding the foregoing, after prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the Properties amount or validity of any Taxes, Other Charges, any claims or judgments, including those of mechanics, materialmen, suppliers, vendors or other similar Persons or any Lien therefor or any Legal Requirement or the application of any instrument of record affecting any Individual Property or any part thereof (other than the Loan Documents, but including any REA), and may withhold payment of same pending such utilities which areproceedings if permitted by applicable law, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that (i) no Event of Default has occurred and remains uncured; (ii) such Loan Party may contest proceeding shall be permitted under and be conducted in good faith accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest 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, assessments Other Charges or other amounts being contested, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes, Other Charges or other charges andamounts being contested from the Property; and (vi) to the extent not already reserved with Lender pursuant to Section 6.2 hereof or bonded so as to remove any Lien or claim thereof from the Individual Property in question or otherwise deposited or paid in connection with such proceedings, Borrower shall deposit with Lender cash, or other security as may be approved by Lender, acting reasonably, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such event, may permit the Taxes, assessments Other Charges or other charges so contested amounts being contested, together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to remain unpaid during the claimant entitled thereto at any periodtime when, including appeals, when a Loan Party is in the good faith contesting judgment of Lender, the same so long as entitlement of such claimant is established and Lender shall otherwise remit any remaining amounts to Borrower. Lender shall give Borrower notice of any such payments promptly following the making thereof. Notwithstanding anything to the contrary contained in this Section 4.1.2, Borrower shall not be required to provide prior notice to Lender of any contest of Taxes provided that Borrower pays the full amount of such Tax which is due to the proper Governmental Authority prior to its initiation of any contest and provided further that Borrower satisfies all of the conditions contained above other than in subclause (ivi) and has complied with all requirements of the applicable Loan Party has set aside on its books (and, appropriate Governmental Authority with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, payment of such Taxes and the non-payment or non-discharge posting of such Taxessecurity thereof, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisif any.

Taxes and Other Charges. Each Loan Party The Grantor shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid when due and payable and before interest or penalties are due thereon, without any deduction, defalcation or abatement, (a) all Taxes taxes, assessments, water and governmental sewer rents, liens, charges and claims which may be assessed, levied, or filed at any time owingagainst 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 Properties (other than any such utilities which areGrantee, pursuant to upon request, receipts for the terms of any Leasepayment thereof, required to be paid by provided, that if the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest Grantor in good faith and by appropriate legal action shall contest the validity of any such Taxesitem, assessments and other charges and, in such event, may permit or the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAPamount thereof, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be if reasonably requested by the Administrative AgentGrantee shall have established on the Grantor’s books or by deposit of a letter of credit or bond with the Grantee, which as the Grantor may elect, the amount required for the payment thereof, then the Grantor shall not be required to pay the item or to produce the required receipts while the amount is maintained and so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Grantor. It is expressly agreed that no credit shall be reviewed claimed or allowed on the Bond Service Charges payable under the Loan Agreement because of any such items paid by the Diligence Agent to confirm that such Taxes have been paid on a timely basisGrantor.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied, assessed or imposed before the same become delinquent, 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 directly Taxes 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 6.2 hereof). Subject to Borrower’s right to contest the same as hereinafter set forth, Borrower shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Loan Party has set aside on its books Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (andiv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with respect 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 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 contested amount, to insure the payment of any Borrowersuch Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge claimant is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisestablished.

Taxes and Other Charges. Each Loan Party Borrower shall file, 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 promptly after payment thereof. Borrower shall not suffer and shall promptly cause to be filed paid and discharged any Lien or obtain an extension of charge whatsoever which may be or become a Lien or charge against the time to fileProperties, all Tax returns and reports required by law to be filed by it and will shall promptly pay or cause tenants to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperties. After prior written notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books occurred and remains uncured; (and, with respect to any Borrower, in the Special Reserves Accountii) adequate reserves such proceeding shall be permitted under and be conducted in accordance with GAAPthe provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and ordinances; (iii) no Individual Property nor any Taxes, assessment part thereof or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.interest

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any Taxesother instrument to which Borrower is subject and shall not constitute a default thereunder, assessment (iv) no part of or other charge determined 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 be dueinsure the payment of any such Taxes or Other Charges, together with any all interest or and penalties thereon, is which shall not be less than 100% of the Taxes and Other Charges being contested and (vi) Borrower shall promptly paid as required after upon final resolution determination thereof pay the amount of such contestTaxes or Other Charges, together with all costs, interest and penalties. Promptly upon request 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 the Administrative AgentLender, the Borrowers shall post failure to so pay may adversely affect the Administrative Agent’s online data room receipts evidencing payment rights of all Taxes due Lender under any Loan Document and/or the failure to so pay may result in respect of such sample of Financed Properties the Property (by numberor any portion thereof) as may be reasonably requested by the Administrative Agentbeing sold, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basislost or forfeited.

Taxes and Other Charges. Each Loan Party Subject to Section 7.2 hereof, Borrower shall filepay 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. Borrower shall furnish to Lender receipts, cause to be filed or obtain an extension other evidence for the payment of the time Taxes and the Other Charges prior to file, all Tax returns the date the same shall become delinquent. Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services (including, without limitation, impact and tap fees) provided to the Properties (other than any such utilities which areProperty. After prior written notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the applicable Loan Party has set aside on its books provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (andiii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with respect 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 furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any Borrowersuch Taxes or Other Charges, together with all interest and penalties thereon. Lender may apply such security or part thereof held by Lender at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment validity or non-discharge applicability of such TaxesTaxes or Other Charges are established or the Property (or part thereof or interest therein) shall be in danger of being sold, assessments forfeited, terminated, cancelled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (Security Instrument being primed by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges, assessment (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 other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such contest security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and no Lien is imposed on any Property or Collateralpenalties thereon, and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contestclaimant is established. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.33

Taxes and Other Charges. Each Loan Party Borrower shall file, 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 promptly after payment thereof. Borrower shall not suffer and shall promptly cause to be filed paid and discharged any Lien or obtain an extension of charge whatsoever which may be or become a Lien or charge against the time to fileProperties, all Tax returns and reports required by law to be filed by it and will shall promptly pay or cause tenants to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperties. After prior written notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books occurred and remains uncured; (and, with respect to any Borrower, in the Special Reserves Accountii) adequate reserves such proceeding shall be permitted under and be conducted in accordance with GAAPthe provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and ordinances; (iii) no Individual Property nor any Taxespart thereof or interest therein will be in danger of being sold, assessment forfeited, terminated, canceled or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.lost;

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at 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 directly Taxes 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 hereof). Borrower shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (c) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (d) Borrower shall promptly upon final determination thereof pay the amount of any such TaxesTaxes or Other Charges, assessments together with all costs, interest and other charges and, penalties which may be payable in connection therewith; (e) such event, may permit proceeding shall suspend the Taxes, assessments collection of Taxes or Other Charges from the Property; and (f) Borrower shall deposit with Lender cash or other charges so contested security as may be required in the proceeding, or as may otherwise be requested by Lender, to remain unpaid during ensure the payment of any periodsuch Taxes or Other Charges, including appeals, when a Loan Party is in good faith contesting together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to claimant entitled thereto at any Borrowertime when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge claimant is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisestablished.

Taxes and Other Charges. Each Loan Party Manager shall filepay, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid paid, all Taxes and governmental charges at 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 Manager need not furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.2). Manager shall not suffer and shall promptly cause to be paid and discharged any time owingLien against the Property, and shall promptly pay for for, or cause to be paid, all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseManager, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectremains uncured, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or Other Charges, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any Taxesother instrument to which Manager is subject and shall not constitute a default thereunder, assessment (iv) no part of or other charge determined 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 dueexposed 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, together with or to any risk of criminal liability, and neither the Property nor any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post therein would be subject to the Administrative Agent’s online data room receipts evidencing payment imposition of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.any lien

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, pay all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Property Taxes and governmental charges at any time owingOther Charges as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Property 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 any Real Estate Taxes nor furnish such receipts for payment of Real Estate Taxes paid by Lender pursuant to Section 3.3 hereof). Borrower shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesProperty Taxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement 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 contested TaxesProperty Taxes or such Other Charges, assessment (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) no part of or other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (vi) 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 Property 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 Property Taxes and Other Charges being contested, (vii) Borrower shall promptly upon final determination thereof pay the amount of such Property Taxes or Other Charges, together with all costs, interest and penalties, (viii) such contest and no Lien is imposed on any Property shall not affect the ownership, use or Collateraloccupancy of the Property, and (iiiix) any TaxesBorrower shall, assessment or other charge determined to be dueupon request by Lender, together with any interest or penalties thereon, is promptly paid as required after final resolution give Lender prompt notice of the status of such contest. Promptly upon request proceedings and/or confirmation of the Administrative Agentcontinuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 5.12. 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 Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect entitlement of such sample of Financed Properties claimant is established or the Property (by numberor any part thereof or interest therein) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed 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 the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause Mortgage Borrower to be filed or obtain an extension of the time to filepay, all Tax returns Taxes and reports required by law Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof prior to be filed by it and will promptly pay delinquency thereof. Borrower shall furnish, or cause to be paid all furnished, to Lender receipts, or other evidence for the payment of the Taxes and governmental charges at the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes are being paid by Mortgage Lender pursuant to Section 7.2 of the Mortgage Loan Agreement). Borrower shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to promptly pay and discharge any time owingLien or charge whatsoever which may be or become a Lien or charge against the Properties, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperties. After prior written notice to Lender, pursuant to the terms of any LeaseBorrower may, required to be paid or may cause Mortgage Borrower to, contest by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Event of Default has set aside on its books occurred and remains uncured; (and, with respect to any Borrower, in the Special Reserves Accountii) adequate reserves such proceeding shall be permitted under and be conducted in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.provisions

Taxes and Other Charges. Each Loan Party It shall filepay, or shall cause to be filed or obtain an extension of the time to filepaid, 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 Tax returns and reports required by law to be filed by it and will promptly pay Amounts. It shall furnish, or cause to be paid all furnished, to the Agent receipts, or other evidence for the payment of the Taxes and governmental charges at any time owing, the Other Charges prior to the date the same shall become delinquent. It shall not suffer and shall promptly pay for all utility services provided and discharge any Lien or charge whatsoever which may be or become a Lien or charge against any Collateral other than Permitted Liens. After prior written notice to the Properties (other than any such utilities which areAgent, pursuant to the terms of any Leaseit may, required to be paid at its own expense, contest by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest 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 § no Default or Event of Default has occurred; § such Taxes, assessments proceeding shall be permitted under and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves be conducted in accordance with GAAP, the provisions of any other instrument to which the Borrowers are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; § neither the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on Collateral nor any Property nor any part thereof or Collateralinterest therein will be in danger of being sold, and (iii) forfeited, terminated, cancelled or lost; § it shall promptly upon final determination thereof pay the amount of any Taxes, assessment such Taxes or other charge determined to be dueOther Charges, together with any all costs, interest or and penalties thereon, is promptly paid as required after final resolution which may be payable in connection therewith; § such proceeding shall suspend the collection of such contest. Promptly upon request of contested Taxes or Other Charges, from the Administrative Agent, the Borrowers released Property; § appropriate reserves have been established in accordance with GAAP and § it shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of furnish such sample of Financed Properties (by number) security as may be reasonably required in the proceeding, or as may be requested by the Administrative Agent, which receipts to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. The Agent may apply such security or part thereof held by it at any time when, in its judgment, the validity or applicability of such Taxes or Other Charges are established or the Property or any other of its asset (or part thereof or interest therein) shall be reviewed in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien granted hereunder being primed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at 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 shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against the Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Loan Party has set aside on its books Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost; (andiv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with respect 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 deposit with Lender cash, or other security as may be approved by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, provided that no such cash or other security shall be required in the amount of such Taxes or Other 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 penalties that may accrue thereon; (vii) failure to pay such Taxes or Other Charges will not subject Lender to any Borrowercivil 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 held by Lender to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxesclaimant is established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, assessments forfeited, terminated cancelled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any imminent danger of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (Mortgage being primed by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Subject to Lender's obligations under Section 3.1, Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3. 1). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against any Mortgaged Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areMortgaged Properties. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments Taxes or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as Other Charges (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such TaxesTaxes or Other Charges will not constitute a Default), assessments provided that (i) no Default or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEvent of Default has occurred and remains uncured, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or Other Charges, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts proceeding shall be reviewed by permitted under and be conducted in accordance with the Diligence Agent provisions of any other instrument to confirm that which Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in such Taxes have been paid on a timely basis.Mortgaged Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have

Taxes and Other Charges. Each Loan Party Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at 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 directly Taxes 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 hereof). No Borrower shall permit or suffer, and shall promptly discharge, any time owingLien or charge against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (a) no Default or Event of Default shall have occurred and be continuing; (b) such Taxes, assessments proceeding shall be permitted under and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves be conducted in accordance with GAAPthe provisions of any other instrument to which any Borrower or Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (c) neither the Properties nor any part thereof or interest therein will be in danger of being sold, and forfeited, terminated, canceled or lost; (d) Borrower shall promptly upon final determination thereof pay the non-payment amount of any such Taxes or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be dueOther Charges, together with any all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of Taxes or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of Other Charges from the Administrative Agent, the Borrowers shall post Properties; and (f) except to the Administrative Agent’s online data room receipts evidencing extent funds allocable to such Taxes and Other Charges are already deposited with Lender pursuant to Section 6.3 of this Agreement and provided such deposits are not designated for future payment of all Taxes due in respect of such sample of Financed Properties (by number) and Other Charges, Borrower shall deposit with Lender cash or other security as may be required in the proceeding, or as may otherwise be reasonably requested by Lender, to ensure the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that payment of any such Taxes have been paid on a timely basisor Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Each (a) All principal, interest, and other amounts payable by Borrower to the Lender with respect to the Loan Party shall filebe paid in full, cause to be filed free and clear of any deductions or obtain an extension 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 additional amounts necessary so that the actual amount received by the Lender after such deductions or withholdings (and after any deductions or withholdings or payment of additional taxes or charges due as a consequence of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to payment of such additional amount) equals the Properties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid amount that would have been received by the Tenant thereunder 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 service provider); provided that such Loan Party may contest in good faith 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, assessments taxes or charges promptly after demand; and other charges and, Borrower shall reimburse the Lender upon demand for any such taxes paid by it in connection therewith if the Borrower does not pay such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as taxes directly (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or interest, penalties thereon, is promptly paid as and expenses related thereto) (and the Lender shall not be required after to obtain a final resolution determination of the legal validity of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basistaxes.

Taxes and Other Charges. Each Loan Party Borrowers shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and, upon written request, 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 Borrowers need not pay directly Taxes 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). Borrowers shall not permit or suffer (unless in connection with a contest by appropriate legal proceeding described hereinbelow) and shall promptly discharge, any time owingLien or charge against the Property, and shall promptly pay for all utility services provided to the Properties (other than Properties. After prior notice to Lender, any such utilities which areBorrower, pursuant to the terms of any Leaseat its own expense, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor any part thereof or interest 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 Loan Party has set aside on its books Individual Property; and (andvi) such Borrower shall 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 contested amount, to insure the payment of any such Taxes or Other Charges, together with respect all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any Borrowertime when, in the Special Reserves Account) adequate reserves in accordance with GAAPjudgment of Lender, and the non-payment or non-discharge entitlement of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge claimant is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisestablished.

Taxes and Other Charges. Each Loan Party Subject to the provisions of this Section 5.1.2, Borrower shall filepay all Taxes and Other Charges now or hereafter levied or assessed or imposed against it or any of the Properties or any part thereof prior to the same becoming delinquent; provided, cause however, Bxxxxxxx’s obligation to directly pay Taxes shall be suspended for so long as (and to the extent that) Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than two (2) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes are required to be filed or obtain an extension of paid by Lender pursuant to Section 7.2 hereof and sufficient funds are in the time Tax and Insurance Escrow Fund to file, all Tax returns make such payment). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperties. After prior written notice to Lender, pursuant to Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the terms amount or validity or application in whole or in part of any Lease, required to be paid by Taxes or Other Charges or any Lien filed against the Tenant thereunder directly to the applicable service provider)Property; provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount of such Lien, together with all costs, interest and penalties which may be payable in connection therewith; (v) either such Taxes or Other Charges or the amount of the Lien shall have been paid under protest or such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Loan Party has set aside on its books Individual Property; and (andvi) if Borrower or Lender have not paid such Taxes or Other Charges or the amount of such Lien under protest, Borrower shall furnish such security as may be required in the proceeding, or, if none, as may be requested by Lxxxxx, to ensure the payment of any such Taxes or Other Charges or the amount of such Lien, together with respect all interest and penalties thereon (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender may pay over any Borrowersuch cash deposit or part thereof held by Lxxxxx to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAPreasonable judgment of Lxxxxx, and the non-payment or non-discharge entitlement of such Taxesclaimant is established and Borrower has not timely paid the same or any Individual Property (or part thereof or interest therein) shall be in imminent danger of being sold, assessments forfeited, terminated, cancelled or other charges could not, individually lost or in the aggregate, reasonably there shall be expected to have a Material Adverse Effect, (ii) enforcement any imminent danger of the contested TaxesLien of any Mortgage being primed by any related Lien. Notwithstanding anything to the contrary set forth herein, assessment or other charge is effectively stayed for to the entire duration of extent any such contest Taxes and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined Other Charges are actually paid directly by Tenant prior to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agentdelinquency, the Borrowers shall post obligations of Borrower hereunder to pay the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts same shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisdeemed satisfied.

Taxes and Other Charges. Each Loan Party (a) Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay (or cause to be paid paid) all Taxes and governmental charges at Other Charges now or hereafter levied or assessed or imposed against the Property or any time owingpart thereof as the same become due and payable; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower’s obligation to directly pay Taxes shall be suspended for so long as either (i) Borrower complies with the terms and provisions of Section 7.2 of the Senior Loan Agreement or (ii) Borrower deposits into an Account funds sufficient to pay such Taxes in an amount determined by Lender. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Senior Lender pursuant to Section 7.2 of the Senior Loan Agreement or (ii) Borrower deposits into an Account funds sufficient to pay such Taxes as set forth above). Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Property, and shall promptly pay for all utility services provided to the Properties Property. (other than any such utilities which areb) After prior written notice to Lender, pursuant to the terms of any LeaseBorrower, required at its own expense, may contest (or permit to be paid contested) by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party has set aside on its books intentionally omitted; (and, with respect to any Borrower, in the Special Reserves Accountii) adequate reserves such proceeding shall be permitted under and be conducted in accordance with GAAP, the provisions of any other instrument to which Borrower is subject and the non-payment or non-discharge of shall not constitute a default thereunder and such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts proceeding shall be reviewed permitted by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.and conducted in

Taxes and Other Charges. Each Loan Party Borrower shall filepay all Taxes and Other Charges as the same become due and payable, cause 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 30 days before they would be filed or obtain an extension delinquent if not paid (provided, however, that Borrower need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges, assessment (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 other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrower shall have furnished such contest 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 no Lien is imposed on any Property or Collateralpenalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (iiivi) any Taxes, assessment Borrower shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Borrower shall file, 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 promptly after payment thereof. Borrower shall not suffer and shall promptly cause to be filed paid and discharged any Lien or obtain an extension of charge whatsoever which may be or become a Lien or charge against the time to fileProperties, all Tax returns and reports required by law to be filed by it and will shall promptly pay or cause tenants to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperties. After prior written notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books occurred and remains uncured; (and, with respect to any Borrower, in the Special Reserves Accountii) adequate reserves such proceeding shall be permitted under and be conducted in accordance with GAAPthe provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and ordinances; (iii) no Individual Property nor any Taxespart thereof or interest therein will be in danger of being sold, assessment forfeited, terminated, canceled or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basis.lost;

Taxes and Other Charges. Each Loan Party Borrowers shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and shall furnish to Agent receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrowers 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). Borrowers shall not permit or suffer, and shall promptly discharge, any time owingLien or charge against any Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areeach Property. After prior notice to Agent, pursuant to the terms of any LeaseBorrowers, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at their own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) none of the applicable Loan Party has set aside on its books Collateral, any Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (andiv) Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with respect 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 such Property; (vi) Borrowers shall deposit with Agent cash, or other security as may be approved by Agent, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Agent or any Lender to any Borrowercivil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of such Property, and (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. Agent may pay over any such cash or other security held by Agent to the claimant entitled thereto at any time when, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge judgment of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect entitlement of such sample of Financed Properties claimant is established or the Collateral, any Property (by numberor any part thereof or interest therein) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed 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 the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party The Grantor shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid when due and payable and before interest or penalties are due thereon, without any deduction, defalcation or abatement, (a) all Taxes taxes, assessments, water and governmental sewer rents, liens, charges and claims which may be assessed, levied, or filed at any time owingagainst 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 Properties (other than any such utilities which areGrantee, pursuant to upon request, receipts for the terms of any Leasepayment thereof, required to be paid by provided, that if the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest Grantor in good faith and by appropriate legal action shall contest the validity of any such Taxesitem, assessments and other charges and, in such event, may permit or the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAPamount thereof, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be if reasonably requested by the Administrative AgentGrantee shall have established on the Grantor’s books or by deposit of a letter of credit or bond with the Grantee, which as the Grantor may elect, the amount required for the payment thereof, then the Grantor shall not be required to pay the item or to produce the required receipts while the amount is maintained and so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to the Grantor. It is expressly agreed that no credit shall be reviewed claimed or allowed on the amounts payable under the Loan Agreement and the Notes because of any such items paid by the Diligence Agent to confirm that such Taxes have been paid on a timely basisGrantor.

Taxes and Other Charges. Each Loan Party Borrowers shall filepay all Taxes on or before the last date prior to which any interest, cause late fees or penalties would begin to be filed accrue thereon (the "Delinquency Date") and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or obtain an extension other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no later than the Delinquency Date (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of the time Taxes paid by Lender pursuant to file, all Tax returns Section 3.3). Borrowers shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseBorrowers, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectis continuing, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or such Other Charges, assessment (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 other charge is effectively stayed for interest in the entire duration Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such contest 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 no Lien is imposed on any Property or Collateralpenalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (iiivi) any Taxes, assessment Borrowers shall promptly upon final determination thereof pay the amount of such Taxes or other charge determined to be dueOther Charges, together with all costs, interest and penalties. Lender may pay over any interest such security or penalties thereonpart thereof held by Lender to the claimant entitled thereto at any time when, is promptly paid as required after final resolution in the judgment of Lender, the entitlement of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisclaimant is established.

Taxes and Other Charges. Each Loan Party Subject to Section 3.8 and Section 3.22 hereof, Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied or assessed or imposed against the Property or any time owingpart thereof as the same become due and payable. Borrower shall furnish to Lender receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior written notice to Lender, pursuant to Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the terms amount or validity or application in whole or in part of any LeaseTaxes or Other Charges, required provided that (i) no Event of Default exists; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay or cause to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest in good faith amount of any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments Taxes or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be dueOther Charges, together with any all costs, interest or and penalties thereon, is promptly paid as required after final resolution which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contest. Promptly upon request of contested Taxes or Other Charges from the Administrative AgentProperty; and (vi) Borrower shall furnish such security as may be required in the proceeding, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) or as may be reasonably requested by Lender, to insure the Administrative Agentpayment of any such Taxes or Other Charges, which receipts together with all interest and penalties thereon. Lender may apply or direct the application of such security or part thereof held by Lender at any time when, in the judgment of Lender, the validity or applicability of such Tax or Other Charges is established or the Property (or part thereof or interest therein) shall be reviewed in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien the Security Instrument being primed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Except as otherwise provided in this Section 5.1.2, each Individual Borrower and/or the corresponding Individual Operating Lessee shall filepay 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 terms and provisions of Section 7.2 hereof. Except as otherwise provided in this Section 5.1.2, 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 ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be filed delinquent if not paid (provided, however, no Individual Borrower or obtain an extension 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 7.2 hereof or by Manager pursuant to a Management Agreement). Except as otherwise provided in the time to filefollowing sentence, all Tax returns neither Individual Borrower nor the related Individual Operating Lessee shall suffer, and reports required by law to be filed by it each Individual Borrower and will the related Individual Operating Lessee shall promptly pay or cause to be paid all Taxes and governmental charges at discharged, any time owingLien (other than Permitted Encumbrances) or charge whatsoever which may be or become a Lien or charge against the related Individual Property (other than Permitted Encumbrances), and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areIndividual Property. Any Individual Borrower or Individual Operating Lessee, pursuant to the terms of any Leaseat its own expense, required to be paid may contest, by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books occurred and remains uncured; (and, with respect to any Borrower, in the Special Reserves Accountii) adequate reserves such proceeding shall be permitted under and be conducted in accordance with GAAPthe provisions of any other instrument to which such Individual Borrower or Individual Operating Lessee is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and ordinances; (iii) neither the applicable Individual Property nor any Taxespart thereof or interest therein will be in danger of being sold, assessment forfeited, terminated, cancelled or other charge determined to be duelost 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 any all costs, interest or and penalties thereon, is promptly paid as required after final resolution which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contest. Promptly upon request of contested Taxes or Other Charges from the Administrative Agentapplicable Individual Property during the pendency thereof; (vi) such Individual Borrower or Individual Operating Lessee shall furnish such security as may be required in the proceeding, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) or as may be reasonably requested by Lender, to insure the Administrative Agentpayment of any such Taxes or Other Charges, which receipts together with all interest and penalties thereon; and (vii) such Individual Borrower or Individual Operating Lessee shall deliver written notice of such contest to Lender. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the applicable Individual Property (or part thereof or interest therein) shall be reviewed 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 the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Subject to the terms and provisions of this Section 5.1.2 and to the extent required by Applicable Law, Borrower shall filepay 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. Borrower shall furnish to Lender receipts, cause to be filed or obtain an extension other evidence for the payment of the time Taxes and the Other Charges prior to filethe date the same shall become delinquent (provided, all Tax returns however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof). Borrower shall not suffer and reports required by law to be filed by it and will shall promptly pay or cause to be paid all Taxes and governmental charges at discharged any time owingLien or charge whatsoever which may be or become a Lien or charge against the Property, other than the Lien of the Security Instrument or the Permitted Encumbrances, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which areProperty. After prior written notice to Lender, pursuant to the terms of any LeaseBorrower, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party has set aside on its books intentionally deleted; (and, with respect to any Borrower, in the Special Reserves Accountii) adequate reserves such proceeding shall be permitted under and be conducted in accordance with GAAP, the provisions of any other instrument to which Borrower is subject and the non-payment or non-discharge of shall not constitute a default thereunder and such Taxes, assessments or other charges could not, individually or proceeding shall be conducted in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and accordance with all Applicable Laws; (iii) neither the Property nor any Taxespart thereof or interest therein will be in danger of being sold, assessment forfeited, terminated, cancelled or other charge determined to be duelost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with any all costs, interest or and penalties thereon, is promptly paid as required after final resolution which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contest. Promptly upon request of contested Taxes or Other Charges from the Administrative AgentProperty; and (vi) Borrower shall furnish such security as may be required in the proceeding, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) or as may be reasonably requested by Lender, to insure the Administrative Agentpayment of any such Taxes or Other Charges, which receipts together with all interest and penalties thereon. Lender may apply such security or part thereof held by Lender at any time when, in the judgment of Lender, the validity or applicability of such Taxes or Other Charges is established or the Property (or part thereof or interest therein) shall be reviewed 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 the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each All payments and reimbursements to Agent, for the benefit of itself and the other Lenders, made under any Loan Party Document shall filebe free and clear of and without deduction for all taxes, cause levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever (“Taxes”), excluding taxes to the extent imposed on Agent’s or any Lender’s net income. If Borrower shall be filed or obtain an extension of the time to file, all Tax returns and reports required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Agent, for the benefit of itself and the other Lenders, then the sum payable to Agent, for the benefit of itself and the other Lenders, shall be filed by it increased as may be necessary so that, after making all required deductions, Agent, for the benefit of itself and will promptly pay or cause to be paid all Taxes and governmental charges at any time owingthe other Lenders, and shall promptly pay for all utility services provided receives an amount equal to the Properties (other than any sum it would have received had no such utilities which are, pursuant to deductions been made. In the terms event of any Lease, required to be paid withholding by Borrower of any Taxes as contemplated by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, foregoing with respect to any Borrowerpay to Agent or any Lender and the payment thereof to any taxing authority, in Agent or such Lender (as the Special Reserves Accountcase may be) adequate reserves in accordance with GAAPshall promptly make application for the refund or other credit of the amount so withheld, and to the non-payment extent that Agent or non-discharge such Lender (as the case may be) receives a refund or credit against Taxes due on account of the amount so withheld, Agent or such TaxesLender (as the case may be) shall promptly pay the same over to Borrower. Notwithstanding any other provision of any Loan Document, assessments if at any time after the Closing or other charges could notthe making of the Loan (a) any change in any existing law, individually regulation, treaty or directive or in the aggregate, reasonably be expected to have a Material Adverse Effectinterpretation or application thereof, (iib) enforcement any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (c) compliance by Agent with any request or directive (whether or not having the force of law) from any Governmental Authority: (i) subjects Agent and/or any Lender to any Taxes of any kind whatsoever with respect to any Loan Document, or changes the basis of taxation of payments to any Lender of any amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or Upfront Fees or other fees or amounts payable hereunder or changes in the rate of tax on the overall net income of Agent or any Lender), or (c) imposes on Agent and/or any Lender any other condition or increased cost in connection with the transactions contemplated thereby or participations therein; and the result of any of the contested Taxesforegoing is to increase the cost to Agent and/or any Lender of making or continuing or maintaining the Loan hereunder or to reduce any amount receivable hereunder, assessment or other charge is effectively stayed then, in any such case, Borrower shall promptly pay to Agent, for the entire duration benefit of itself and the other Lenders, any additional amounts necessary to compensate Agent and/or the Lenders, on an after-tax basis, for such additional cost or reduced amount. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 6.14, it shall promptly give Borrower written notice of the event by reason of which Agent or such Lender has become so entitled and, in reasonable detail, how such amount was determined, and each such notice of additional amounts payable pursuant to this Section 6.14 submitted by Agent and/or any Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Borrower shall not be required to pay to Agent or any such Lender any such amount that has arisen or accrued more than thirty (30) days prior to the date of Borrower’s receipt of such contest written notice. In the event Agent or any Lender provides any such notice to Borrower, then (notwithstanding anything contained herein to the contrary) Borrower may thereafter prepay, in whole or in part and no Lien is imposed on without any Property premium or Collateralpenalty (including the Exit Fee), and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request the outstanding amount of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of Loan made by Agent or such sample of Financed Properties (by number) as may be reasonably requested by the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisLender.

Taxes and Other Charges. Each Loan Party (a) Borrower shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at Other Charges now or hereafter levied or assessed or imposed against the Property or any time owingpart thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 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 of the Taxes and the Other Charges not later than ten (10) days prior to the date the same would otherwise become delinquent; provided, however, that if Borrower has not 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 in accordance with Section 3.1 hereof. Borrower shall not permit or suffer and shall promptly discharge any lien or charge against the Property, except Permitted Encumbrances. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay for all utility services provided to the Properties (other than amount of any such utilities Taxes or Other Charges, together with all costs, interest and penalties which are, pursuant to the terms of any Lease, required to may be paid by the Tenant thereunder directly payable in connection therewith; and (v) (A) Borrower shall first pay such contested amount to the applicable service provider); provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments taxing body or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting governmental authority or (B) such proceeding shall suspend the same so long as (i) collection of Taxes or Other Charges from the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAPProperty, and the non-payment or non-discharge of such TaxesBorrower shall deposit with Lender cash, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) any Taxes, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of the Administrative Agent, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) security as may be reasonably requested approved by Lender, in an amount equal to 125% of the Administrative Agentcontested amount, which receipts shall be reviewed by to insure the Diligence Agent to confirm that payment of any such Taxes have been paid on or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the Property or any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost as a timely basisresult of any non-payment. (b) In the event of the passage, after the date hereof, of any law which changes in any way the existing laws regarding the taxation of mortgages, deeds of trust and/or security agreements or debts secured by these instruments, or changes the manner for the collection of any such taxes, and the law has the effect of imposing payment of any Taxes upon Lender, at Lender’s option, the Debt shall immediately become due and payable unless (i) Borrower is permitted by law (including, without limitation, applicable interest rate laws) to, and actually does, pay the Taxes or the increased portion of the Taxes and (ii) Borrower agrees in writing to pay or reimburse Lender in accordance with Section 12.13 for the payment of any such Taxes which becomes payable at any time when the Loan is outstanding.

Taxes and Other Charges. Each Loan Party 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-public authority, together with any increases therein for any reason, shall filebe a common area charge and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. By way of illustration and not limitation, cause to be filed or obtain an extension of the time to file"other taxes, fees and charges" as used herein include any and all Tax returns and reports required taxes payable by law to be filed by it and will promptly pay or cause to be paid all Taxes and governmental charges at any time owing, and shall promptly pay for all utility services provided to the Properties Landlord (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid state and federal personal or corporate income taxes measured by the Tenant thereunder directly to net income of Landlord from all sources, and premium taxes), whether or not now customary or within the applicable service provider); provided that such Loan Party may contest in good faith any such Taxescontemplation of the parties hereto, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) upon, allocable to, or measured by the applicable Loan Party has set aside on its books (andrent payable hereunder, including, without limitation, any gross income or excise tax levied by the local, state or federal government with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, and the non-payment or non-discharge receipt of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrent, (ii) enforcement upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the contested TaxesPremises or any part thereof, assessment (iii) upon or other charge measured by the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is effectively stayed for a party creating or transferring an interest or estate in the entire duration Premises, (v) upon or with respect to vehicles, parking or the number of such contest and no Lien is imposed on any Property persons employed in or Collateralabout the Project, and (iiivi) any Taxestax, assessment license, franchise fee or other charge determined to 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 also be due, together with any interest or penalties thereon, is promptly paid as required after final resolution common area charges and Tenant shall pay its percentage share of such contestcosts to Landlord as provided in paragraph 16 and Tenant shall be entitled to its proportionate share of any resulting rebate. Promptly upon request 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 Administrative Agent, building or Project or in the Borrowers shall post event alterations or improvements are made to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect Premises, Tenant's percentage share of such sample of Financed Properties (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 number) Landlord from the respective valuations assigned in the assessor's work sheet or such other information as may be reasonably requested by the Administrative Agent, which receipts available and Landlord's determination thereof shall be reviewed 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 the Diligence Agent to confirm Tenant notwithstanding that such Taxes have been paid on carpeting or other property has become a timely basispart 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 amount 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, assessments and public charges attributable to Tenant's personal property.

Taxes and Other Charges. Each Loan Party It shall filepay, or shall cause to be filed or obtain an extension of the time to filepaid, all Tax returns Taxes and reports required by law to be filed by it Other Charges now or hereafter levied or assessed or imposed against any Property or any part thereof as the same become due and will promptly pay payable. It shall furnish, or cause to be paid all furnished, to the Agent receipts, or other evidence for the payment of the Taxes and governmental charges at any time owing, the Other Charges prior to the date the same shall become delinquent. It shall not suffer and shall promptly pay for all utility services provided and discharge any Lien or charge whatsoever which may be or become a Lien or charge against any Collateral other than Permitted Liens. After prior written notice to the Properties (other than any such utilities which areAgent, pursuant to the terms of any Leaseit may, required to be paid at its own expense, contest by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest 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 (a) no Default or Event of Default has occurred; (b) such Taxes, assessments proceeding shall be permitted under and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves be conducted in accordance with GAAP, the provisions of any other instrument to which the Borrowers are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (c) neither the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on Collateral nor any Property nor any part thereof or Collateralinterest therein will be in danger of being sold, and forfeited, terminated, cancelled or lost; (iiid) it shall promptly upon final determination thereof pay the amount of any Taxes, assessment such Taxes or other charge determined to be dueOther Charges, together with any all costs, interest or and penalties thereon, is promptly paid as required after final resolution which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contest. Promptly upon request of contested Taxes or Other Charges, from the Administrative Agent, the Borrowers released Property; (f) appropriate reserves have been established in accordance with GAAP and (g) it shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of furnish such sample of Financed Properties (by number) security as may be reasonably required in the proceeding, or as may be requested by the Administrative Agent, which receipts to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. The Agent may apply such security or part thereof held by it at any time when, in its judgment, the validity or applicability of such Taxes or Other Charges are established or the Property or any other of its asset (or part thereof or interest therein) shall be reviewed in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien granted hereunder being primed by the Diligence Agent to confirm that such Taxes have been paid on a timely basisany related Lien.

Taxes and Other Charges. Each Loan Party Manager shall filepay, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to be filed by it and will promptly pay or cause to be paid paid, all Taxes and governmental charges at 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 Manager need not furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.2). Manager shall not suffer and shall promptly cause to be paid and discharged any time owingLien against the Property, and shall promptly pay for for, or cause to be paid, all utility services provided to the Properties (other than any such utilities which areProperty. After prior notice to Lender, pursuant to the terms of any LeaseManager, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party 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 such TaxesTaxes or Other Charges, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as provided that (i) the applicable Loan Party no Default or Event of Default has set aside on its books (and, with respect to any Borrower, in the Special Reserves Account) adequate reserves in accordance with GAAP, occurred and the non-payment or non-discharge of such Taxes, assessments or other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectremains uncured, (ii) enforcement such proceeding shall suspend the collection of the contested TaxesTaxes or Other Charges, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or Collateral, and (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any Taxesother instrument to which Manager is subject and shall not constitute a default thereunder, assessment (iv) no part of or other charge determined 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 dueexposed 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, together with 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 penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request of proceeding, (vi) Manager and/or Borrower shall have furnished such security as may be required in the Administrative Agentproceeding, the Borrowers shall post to the Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (by number) or as may be reasonably requested by Lender, to insure the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to confirm that payment of any such Taxes have been paid on a timely basisor 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 (vii) Manager shall promptly upon final determination thereof pay the amount of Taxes or Other Charges determined to be due and payable, together with all costs, interest and penalties. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established.