Common use of Taxes; Charges Clause in Contracts

Taxes; Charges. Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project or become payable during the term of the Loans (collectively, the “Taxes”), and will promptly furnish Administrative Agent with evidence of such payment; however, Borrower’s compliance with Section 4.1 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.2. Borrower shall not suffer or permit the joint assessment of the Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the Project; however, Borrower may contest the validity of such claims and demands or taxes so long as (1) Lead Borrower notifies Administrative Agent that Borrower intends to contest such claim or demand, (2) Borrower provides Administrative Agent with an indemnity, bond or other security satisfactory to Administrative Agent (including an endorsement to Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s obligations for such claims and demands, including interest and penalties, (3) Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost for non payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Each Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project any Individual Property or become payable during the term of the Loans (collectively, the “Taxes”), and will promptly furnish the Administrative Agent with evidence of such payment; however, each Borrower’s compliance with Section 4.1 Sections 5.8(1) and 5.9(2) of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.28.2. No Borrower shall not suffer or permit the joint assessment of the Project any Individual Property with any other real property constituting a separate tax lot or with any other real or personal property. Each Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the Projectany Individual Property; however, so long as no Event of Default (following any required notice from the Administrative Agent to the Borrowers and following the expiration of any applicable cure period) shall exist, a Borrower may contest the validity of such claims and demands or taxes Taxes so long as (1a) Lead such Borrower notifies the Administrative Agent that Borrower it intends to contest such claim or demanddemand or Taxes, (2b) such Borrower provides the Administrative Agent with cash or an indemnity, bond irrevocable letter of credit issued by a financial institution satisfactory to the Administrative Agent in an amount equal to 110% of the contested amount or such other security satisfactory to the Administrative Agent in its reasonable discretion (including an endorsement to the Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of such Borrower’s obligations for such claims and demandsdemands or payment of Taxes, including interest and penalties, and (3c) such Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest or obtains a stay thereof prior to the tenth thirtieth (10th30th) day preceding the earlier to occur of the Maturity Date or the date on which the Project any Individual Property is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower. In the event that any Borrower is contesting any Taxes in accordance with this Section 8.2, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability shall not pay such Taxes as to which adequate security has been provided required pursuant to clause Section 5.9(2) hereof provided that such Borrower provides the Administrative Agent with (2i) above), a written request to cease payment of Taxes and (5ii) Borrower shall promptly upon final determination thereof pay evidence reasonably satisfactory to the amount of such items, together Administrative Agent that the Taxes are being contested in accordance with all costs, interests and penaltiesthis Section 8.2.

Taxes; Charges. Borrower shall pay prior to delinquency and before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the any Project or become payable during the term of the Loans (collectively, the “Taxes”), and and, upon request, will promptly furnish the Administrative Agent with evidence of such payment; however, Borrower’s compliance with Section 4.1 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.2. Borrower shall not suffer or permit the joint assessment of the any Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on Borrower’s interest in the Project; however, Borrower may contest the validity of such claims and demands or taxes so long as (1) Lead Borrower notifies the Administrative Agent that Borrower it intends to contest such claim or demand, (2) if Borrower has not caused the Lien to be removed prior to the earlier of (i) thirty (30) days and (ii) the commencement of any foreclosure action related thereto, Borrower provides the Administrative Agent with an indemnity, bond or other security satisfactory to the Administrative Agent (including an endorsement to the Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s obligations for such claims and demands, including interest and penalties, and (3) Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Except to the extent REA Counterparty is obligated to pay the same pursuant to the REAs, Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project or become payable during the term of the Loans (collectively, the “Taxes”)Loan, and will promptly furnish Administrative Agent with evidence of such payment; provided, however, Borrower’s compliance with Section 4.1 of this Agreement relating that Borrower shall be permitted to impounds for taxes contest the same in good faith by appropriate proceedings and assessments shall, with respect to payment which appropriate reserves have been provided in the books of such taxes and assessments, be deemed compliance with this Section 9.2the Borrower. Borrower shall not suffer or permit the joint assessment of the Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the Project; however, Borrower may contest the validity of such claims and demands or taxes so long as (1a) Lead Borrower notifies Administrative Agent that Borrower it intends to contest such claim or demand, (2b) Borrower provides Administrative Agent with an indemnity, bond or other security reasonably satisfactory to Administrative Agent (including an endorsement to Administrative Agent’s title insurance policy insuring against such claim or demand, if available) assuring the discharge of Borrower’s obligations for such claims and demands, including interest and penalties, and (3c) Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the a Project or become payable during the term of the Loans (collectively, the “Taxes”)Loan, and will promptly furnish Administrative Agent Lender with evidence of such payment; however, Borrower’s compliance with Section 4.1 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.2. Borrower shall not suffer or permit the joint assessment of the any Project with any other real property constituting a separate tax lot or with any other real or personal property; however, Borrower may contest the validity of any such taxes or charges so long as (1) Borrower complies with all requirements of applicable law relating to any such contest and (2) Borrower establishes reserves in accordance with GAAP against the imposition of such contested tax or other charge, including interest and penalties. Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the any Project; however, Borrower may contest the validity of such claims and demands or taxes so long as (1a) Lead Borrower notifies Administrative Agent Lender that Borrower it intends to contest any such claim or demanddemand in excess of $250,000, (2b) if requested by Lender, Borrower provides Administrative Agent Lender with an indemnity, bond or other security satisfactory to Administrative Agent Lender (including an endorsement to Administrative Agent’s Lender's title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s 's obligations for such claims and demandsdemands in excess of $250,000, including interest and penalties, and (3c) Borrower is diligently contesting all such claims and demands (regardless of the same amount thereof) by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project any Property or become payable during the term of the Loans (collectively, the “Taxes”)Loan, and will promptly furnish Administrative Agent with evidence of such payment; however, Borrower’s compliance with Section 4.1 3.4 of this Agreement relating to during any time that the impounds for taxes and assessments are being delivered to Administrative Agent shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.28.2. Borrower shall not suffer or permit the joint assessment of the Project any Property with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the Projectany Property; however, Borrower may contest the validity of such claims and demands or taxes so long as (1a) Lead Borrower notifies Administrative Agent Lender that Borrower it intends to contest such claim or demand, (2b) Borrower provides Administrative Agent with an indemnity, bond or other security satisfactory to Administrative Agent (including an endorsement to Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s obligations for such claims and demands, including interest and penalties, and (3c) Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is affected Property or Properties are scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower Borrowers shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges Taxes that may become a Lien upon the any Project or become payable during the term of the Loans (collectively, the “Taxes”)Loan, and will promptly furnish Administrative Agent with evidence of such payment; however, Borrower’s Borrowers' compliance with Section 4.1 3.5 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.27.3. Borrower Borrowers shall not suffer or permit the joint assessment of the any Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower Borrowers shall pay when due all Taxes, claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on any Project (collectively, the Project"Charges"); however, Borrower Borrowers may contest contest, in good faith by appropriate proceedings, the amount or validity of any such claims and demands Charges or taxes Liens so long as (1a) Lead Borrower notifies Administrative Borrowers have given prior written notice to Agent that Borrower intends of the intent to so contest or object to any such claim Charges or demandLiens, (2b) Borrower provides Administrative such contest stays the enforcement or collection of the Charges or any Lien created, (c) Borrowers provide Agent with an indemnity, a bond or other security satisfactory to Administrative Agent (including an endorsement to Administrative Agent’s title insurance policy 's Title Policies insuring against such claim claim, demand or demandlien) assuring the discharge of Borrower’s Borrowers' obligations for such claims and demandsclaims, demands or lien, including interest and penalties, and (3d) Borrower is Borrowers are diligently contesting the same by appropriate legal proceedings in good faith and at its their own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the a Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower Borrowers shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges Taxes that may become a Lien upon the any Project or become payable during the term of the Loans (collectively, the “Taxes”)Loan, and will promptly furnish Administrative Agent with evidence of such payment; however, Borrower’s Borrowers’ or Master Tenants’ compliance with Section 4.1 ‎Section 3.5 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.2‎Section 7.3. Borrower Borrowers shall not suffer or permit the joint assessment of the any Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower Borrowers shall pay or cause to be paid when due all Taxes, claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on any Project (collectively, the Project“Charges”); however, Borrower Borrowers or Master Tenants may contest contest, in good faith by appropriate proceedings, the amount or validity of any such claims and demands Charges or taxes Liens so long as (1a) Lead Borrower notifies Administrative Borrowers and/or Master Tenants have given prior written notice to Agent that Borrower intends of the intent to so contest or object to any such claim Charges or demandLiens, (2b) Borrower provides Administrative such contest stays the enforcement or collection of the Charges or any Lien created, (c) Borrowers and/or Master Tenants provide Agent with an indemnity, a bond or other security satisfactory to Administrative Agent (including an endorsement to Administrative Agent’s title insurance policy Title Policies insuring against such claim claim, demand or demandlien) assuring the discharge of Borrower’s Borrowers’ and/or Master Tenants’ obligations for such claims and demandsclaims, demands or lien, including interest and penalties, and (3d) Borrower is Borrowers and/or Master Tenants are diligently contesting the same by appropriate legal proceedings in good faith and at its their own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the a Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project or become payable during the term of the Loans (collectively, the “Taxes”), and will promptly furnish the Administrative Agent with evidence of such payment; however, Borrower’s compliance with Section 4.1 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.2. From and after the completion of processing of the deeds to PS2 and PS5 and the creation of separate tax lots by the assessor’s office of Orange County, California, Borrower shall not suffer or permit the joint assessment of the Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the Project; however, Borrower may contest the validity of such claims and demands or taxes so long as (1) Lead Borrower notifies the Administrative Agent that Borrower it intends to contest such claim or demand, (2) Borrower provides the Administrative Agent with an indemnity, bond or other security satisfactory to the Administrative Agent (including an endorsement to the Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s obligations for such claims and demands, including interest and penalties, and (3) Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project or become payable during the term of the Loans (collectively, the “Taxes”), and will promptly furnish the Administrative Agent with evidence of such payment; provided, however, such Borrower’s compliance with Section 4.1 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.2. Borrower shall not suffer or permit the joint assessment of the Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the Project; however, Borrower may contest the validity of such claims and demands or taxes so long as (1) Lead Borrower notifies the Administrative Agent that Borrower it intends to contest such claim or demand, (2) Borrower provides the Administrative Agent with an indemnity, bond or other security satisfactory to the Administrative Agent (including an endorsement to the Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s obligations for such claims and demands, including interest and penalties, and (3) Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project or become payable during the term of the Loans (collectively, the “Taxes”)Loan, and will promptly furnish Administrative Agent Lender with evidence of such payment; however, Borrower’s 's compliance with Section 4.1 3.4 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.28.2. Borrower shall not suffer or permit the joint assessment of the Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay when due all claims and demands of mechanicsmay in good faith contest, materialmenby proper legal actions or proceedings, laborers and others which, if unpaid, might result in a Lien on the Project; however, Borrower may contest the validity or amount of any tax or assessment assessed upon the Project provided that at the time of commencement of any such claims action or proceeding, and demands or taxes so long as during the pendency thereof, (1) Lead Borrower notifies Administrative Agent that Borrower intends to contest such claim or demand, no Event of Default shall be continuing; (2) Borrower provides Administrative Agent Lender with an indemnity, a release bond or other security in such form and amount as are satisfactory to Administrative Agent (including an endorsement to Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s obligations for such claims and demandsLender, including interest Lender's estimate of interest, penalties and penalties, attorneys' fees; (3) such contest operates to suspend collection of the contested tax or assessment; (4) Borrower is diligently contesting the same by appropriate legal proceedings in good faith maintains and at its own expense prosecutes such contest continuously with diligence, and concludes such contest prior to the tenth thirtieth (10th30th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and ; (5) Borrower the Project shall promptly upon final determination thereof pay not be subject to forfeiture or loss or any Lien by reason of the amount institution or prosecution of such items, together with all costs, interests and penalties.contest; and

Taxes; Charges. Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project or become payable during the term of the Loans (collectively, the “Taxes”)Loan, and will promptly furnish Administrative Agent Lender with evidence of such payment; however, Borrower’s 's compliance with Section 4.1 3.4 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.28.2. Borrower shall not suffer or permit the joint assessment of the Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay when due all claims and demands of mechanicsmay in good faith contest, materialmenby proper legal actions or proceedings, laborers and others which, if unpaid, might result in a Lien on the Project; however, Borrower may contest the validity or amount of any tax or assessment assessed upon the Project provided that at the time of commencement of any such claims action or proceeding, and demands or taxes so long as during the pendency thereof, (1) Lead Borrower notifies Administrative Agent that Borrower intends to contest such claim or demand, no Event of Default shall be continuing; (2) Borrower provides Administrative Agent Lender with an indemnity, a release bond or other security in such form and amount as are satisfactory to Administrative Agent (including an endorsement to Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s obligations for such claims and demandsLender, including interest Lender's estimate of interest, penalties and penalties, attorneys' fees; (3) such contest operates to suspend collection of the contested tax or assessment; (4) Borrower is diligently contesting the same by appropriate legal proceedings in good faith maintains and at its own expense prosecutes such contest continuously with diligence, and concludes such contest prior to the tenth thirtieth (10th30th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, ; (45) such proceedings the Project shall not be subject Borrower, the Administrative Agent to forfeiture or loss or any Lender to criminal Lien by reason of the institution or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), prosecution of such contest; and (56) Borrower shall promptly upon final determination thereof pay the amount or discharge such contested tax or assessment and all additional charges, interest, penalties and expenses, if any, and shall deliver to Lender evidence acceptable to Lender of such itemscompliance, together with all costspayment or discharge, interests and penaltiesif such contest is terminated or discontinued adversely to Borrower.

Taxes; Charges. Borrower Grantor shall pay pay, before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project Mortgaged Property or become payable during the term of Loan Term (as defined in the Loans (collectively, the “Taxes”Note), and will promptly furnish Administrative Agent Beneficiary with evidence of such payment; however. Grantor shall pay all taxes, Borrower’s compliance with Section 4.1 of this Agreement relating to impounds for taxes charges, filing, registration and assessments shallrecording fees, excises and levies payable with respect to payment the Note, this Deed of such Trust or the Liens created or secured by the Loan Documents, other than income, franchise and doing business taxes and assessments, imposed on Beneficiary. If there shall be deemed compliance with this Section 9.2. Borrower shall not suffer or permit enacted any law (1) deducting the joint assessment Loan from the value of the Project with Mortgaged Property for the purpose of taxation, (2) affecting any other Lien on the Mortgaged Property, or (3) changing existing laws of taxation of mortgages, deeds of trust, security deeds, or debts secured by real property constituting property, or changing the manner of collecting any such taxes, Grantor shall promptly pay to Beneficiary, on demand, all taxes, costs and charges for which Beneficiary is or may be liable as a separate tax lot result thereof; provided, however, if such payment would be prohibited by law or with any other real or personal propertywould render the Loan usurious, then instead of collecting such payment, Beneficiary may declare all amounts owing under the Loan Documents to be immediately due and payable. Borrower Grantor shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the Project; howeverMortgaged Property. Notwithstanding anything to the contrary set forth herein, Borrower Grantor may contest the validity of such any taxes, claims and demands or taxes described in this Section 4.19(b) so long as (1) Lead Borrower Grantor notifies Administrative Agent Beneficiary that Borrower it intends to contest such claim or demand, (2) Borrower Grantor provides Administrative Agent Beneficiary with an indemnity, bond or other security satisfactory to Administrative Agent (including an endorsement to Administrative Agent’s title insurance policy insuring against such claim or demand) Beneficiary assuring the discharge of BorrowerGrantor’s obligations for such taxes, claims and demands, including interest and penalties, and (3) Borrower Grantor is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth thirtieth (10th30th) day preceding the earlier to occur of (i) the Maturity Date or (ii) the date on which any portion of the Project Mortgaged Property is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. To the extent not paid by Agent from the Tax Impound, Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges Taxes that may become a Lien upon the Project or become payable during the term of the Loans (collectively, the “Taxes”)Loan, and will promptly furnish Administrative Agent with evidence of such payment; however, Borrower’s compliance with Section 4.1 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.2. Borrower shall not suffer or permit the joint assessment of the Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay or cause to be paid when due all Taxes, claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the ProjectProject (collectively, the "Charges"); however, Borrower and Guarantor may contest contest, in good faith by appropriate proceedings, the amount or validity of any such claims and demands Charges or taxes Liens so long as (1a) Lead Borrower notifies Administrative and Guarantor have given prior written notice to Agent that Borrower intends of the intent to so contest or object to any such claim Charges or demandLiens, (2b) such contest stays the enforcement or collection of the Charges or any Lien created, (c) Borrower provides Administrative Agent with an indemnity, a bond or other security satisfactory to Administrative Agent (including which may include an endorsement to Administrative Agent’s title insurance policy 's Title Policy insuring against such claim claim, demand or demandlien) assuring the discharge of Borrower’s 's and/or Guarantor's obligations for such claims and demandsclaims, demands or lien, including interest and penalties, and (3d) Borrower is and Guarantor are diligently contesting the same by appropriate legal proceedings in good faith and at its their own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower Except to the extent sums sufficient to pay all Taxes have been previously deposited with Agent as part of the Tax Impound, and subject to Borrower’s right to contest Taxes in accordance with the terms of this Agreement, Borrowers shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges Taxes that may become a Lien upon the any Project or become payable during the term of the Loans (collectively, the “Taxes”)Loans, and will promptly furnish Administrative Agent with evidence of such payment; however, Borrower’s Borrowers’ compliance with Section 4.1 3.5 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.28.2. Borrower Borrowers shall not suffer or permit the joint assessment of the any Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower Borrowers shall pay when due all Taxes, claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on any Project (collectively, the Project“Charges”); however, Borrower Borrowers may contest contest, in good faith by appropriate proceedings, the amount or validity of any such claims and demands Charges or taxes Liens so long as (1a) Lead Borrower notifies Administrative Borrowers have given prior written notice to Agent that Borrower intends of the intent to so contest or object to any such claim Charges or demandLiens, (2b) Borrower provides Administrative such contest stays the enforcement or collection of the Charges or any Lien created, (c) Borrowers provide Agent with an indemnity, a bond or other security satisfactory to Administrative Agent (including an endorsement to Administrative Agent’s title insurance policy Title Policies insuring against such claim claim, demand or demandlien) assuring the discharge of Borrower’s Borrowers’ obligations for such claims and demandsclaims, demands or lien, including interest and penalties, and (3d) Borrower is Borrowers are diligently contesting the same by appropriate legal proceedings in good faith and at its their own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the a Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non non-payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project or become payable during the term of the Loans (collectively, the “Taxes”), and will promptly furnish the Administrative Agent with evidence of such payment; however, such Borrower’s compliance with Section 4.1 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.2. Borrower shall not suffer or permit the joint assessment of the Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in a Lien on the Project; however, Borrower may contest the validity of such claims and demands or taxes so long as (1) Lead Borrower notifies the Administrative Agent that Borrower it intends to contest such claim or demand, (2) Borrower provides the Administrative Agent with an indemnity, bond or other security satisfactory to the Administrative Agent (including an endorsement to the Administrative Agent’s title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s obligations for such claims and demands, including interest and penalties, and (3) Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or the date on which the Project is scheduled to be sold, forfeited, terminated, cancelled or lost sold for non payment, (4) such proceedings shall not subject Borrower, the Administrative Agent or any Lender to criminal or civil liability (other than civil liability as to which adequate security has been provided pursuant to clause (2) above), and (5) Borrower shall promptly upon final determination thereof pay the amount of such items, together with all costs, interests and penalties.

Taxes; Charges. Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any real estate taxes and assessments, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project Owned Real Estate or Collateral or become payable during the term of the Loans (collectively, the “Taxes”)Loans, and will promptly furnish Administrative Agent Lender with evidence of such payment; however, Borrower’s compliance with Section 4.1 of this Agreement relating to impounds for taxes and assessments shall, with respect to payment of such taxes and assessments, be deemed compliance with this Section 9.2. Borrower and each Guarantor shall not suffer or permit the joint assessment of the Project Owned Real Estate with any other real property constituting a separate tax lot or with any other real or personal property. Borrower and each Guarantor, as the case may be, shall pay when due all claims and demands of mechanics, materialmenmaterial men, laborers and others which, if unpaid, might result in a Lien on the ProjectOwned Real Estate; however, Borrower and Guarantor may contest the validity of such claims and demands or taxes so long as (1a) Lead Borrower notifies Administrative Agent or any Guarantor notify Lender that Borrower it intends to contest such claim or demand, (2b) Borrower and each Guarantor provides Administrative Agent Lender with an indemnity, bond or other security satisfactory to Administrative Agent Lender (including an endorsement to Administrative Agent’s Lender's title insurance policy insuring against such claim or demand) assuring the discharge of Borrower’s 's obligations for such claims and demands, including interest and penalties, and (3c) Borrower or any Guarantor is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense expense. Borrower will promptly pay when due all bills and concludes such contest prior costs for labor, materials and specifically fabricated materials incurred in connection with the Owned Real Estate and never permit to exist beyond the due date thereof in respect of the Owned Real Estate or any part thereof any Lien, even though inferior to the tenth (10th) day preceding the earlier to occur Liens of the Maturity Date or the date on which the Project is scheduled Facility Documents, and in any event never permit to be sold, forfeited, terminated, cancelled created or lost for non payment, (4) such proceedings shall not subject Borrower, exist in respect of the Administrative Agent Owned Real Estate or any Lender to criminal part thereof any other or civil liability (additional Lien other than civil liability as to which adequate the liens or security has been provided pursuant to clause (2) above)of the Facility Documents, and (5) Borrower shall promptly upon final determination thereof pay except for the amount of such items, together with all costs, interests and penaltiesPermitted Liens.