Common use of Taxes and Other Charges Clause in Contracts

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) 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 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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes on or before the last date prior to which any interest, late fees or penalties would begin to accrue thereon (the “Delinquency Date”) and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent Delinquency Date (provided, however, that Borrower is need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the PropertyProperty required to be paid by Borrower. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) 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 and such proceeding shall be conducted thereunder, (iv) no part of or interest 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, cancelled canceled or lost; , (ivv) 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 have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Pledgor shall pay, or shall cause Mortgage Borrower shall pay to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided. Pledgor shall furnish, howeveror cause to be furnished, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower that Pledgor is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.2 hereof and Lender has received receipts from of the relevant taxing authorityMortgage Loan Agreement). Borrower Pledgor shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to be paid promptly pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerPledgor, at Borrower’s its own expense, may may, or cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Pledgor and Mortgage Borrower is are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither the Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Pledgor shall, or shall cause Mortgage Borrower shall to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower Pledgor shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property or any asset of Pledgor (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Security Instrument or the Mortgage Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as prior to the date the same shall become due and payabledelinquent; provided, however, BorrowerBxxxxxxx’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver Upon Lxxxxx’s written request therefor from time to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. time, Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authorityhereof). Except for any Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyProperty prior to the date the same shall become delinquent. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such contest; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; and (v) 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 reasonably requested by LenderLxxxxx, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender Lxxxxx to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties, or any part thereof thereof, as the same become due and payable; provided, however, Borrower’s that Borrowers’ obligation to directly pay Taxes shall be suspended for so long as Borrower complies Borrowers comply with the terms and provisions of Section 7.2 hereof. Borrower Borrowers will deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower Borrowers shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent, provided, however, Borrower is that Borrowers shall not be required to furnish such receipts for payment of Taxes in the event that if such Taxes have been paid by Lender pursuant to Section 7.2 hereof hereof. Except to the extent being contested in accordance with and Lender has received receipts from subject to the relevant taxing authority). Borrower terms of this Agreement, Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties or part thereof, and shall promptly pay for all utility services provided to the PropertyProperties or any part thereof. After prior written notice to Lender, BorrowerBorrowers, at Borrower’s their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided provided, that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with with, the provisions of any other instrument to which Borrower is Borrowers are subject and shall not constitute a default thereunder and thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiid) neither the Property Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such contest; (ive) Borrower Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperties; and (vig) Borrower Borrowers shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due prior to delinquency, and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent delinquency (provided, however, that Borrower is need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) 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 and such proceeding shall be conducted thereunder, (iv) no part of or interest in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; , (ivv) 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 have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may may, with the prior approval of Borrower (not to be unreasonably withheld), pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts 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 and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither the no Individual 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 all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; (vi) Borrower shall have deposited with Lender adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest (provided, however, that Borrower shall not be required to deposit such reserves with Lender, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Lender pursuant to Section 3.7 hereof, and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Property, or any part thereof thereof, as the same become due and payable; provided, however, that Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to contest same under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and thereunder; (d) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiie) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such contest; (ivf) 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; (vg) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vih) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender Agent receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required pay, or cause Mortgage Borrower to pay, Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from 6.3 of the relevant taxing authorityMortgage Loan Agreement). Borrower shall not suffer permit or suffer, and shall promptly discharge or cause Mortgage Borrower to be paid and discharged discharge, any Lien or charge whatsoever which may be against any Property or become a Lien or charge against the PropertyCollateral with respect to Taxes and Other Charges, and shall promptly pay pay, or cause Mortgage Borrower to pay, for all utility services provided to the such Property. After prior written notice to LenderAgent, Borrower, at Borrower’s its own expense, may, and may cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the no Property nor or Collateral or any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay pay, or cause Mortgage Borrower to pay, the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such the contested Taxes or Other Charges from the Propertyapplicable Property or Collateral; and (vi) Borrower shall furnish such deposit with Agent cash, or other security as may be required in the proceeding, or as may be reasonably requested by LenderAgent, in an amount not to exceed one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, provided that no such cash or other security shall be required if (A) Agent reasonably determines that there are sufficient funds in the Tax Account under the Mortgage Loan Agreement for payment of such Taxes or Other Charges and any interest or penalties that may accrue thereon, or (B) Mortgage Lender is requiring such cash or other security pursuant to Section 4.6(vi) of the Mortgage Loan Agreement so long as the provisions of Section 4.6 of the Mortgage Loan Agreement are complied with, (vii) failure to pay such Taxes or Other Charges will not subject Agent or any Lenders to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the applicable Property or the ownership of the Collateral, and (ix) Borrower shall, upon reasonable request by Agent, give Agent prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender Agent may pay over any such cash deposit or part thereof other security held by Lender Agent to the claimant entitled thereto at any time when, in the judgment of LenderAgent, the entitlement of such claimant is established or the applicable Property or Collateral (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage secured by such Property or the Lien of Collateral relating to such Property being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, howeverexcept for those Taxes and Other Charges for which a valid extension for payment has been duly filed and payment of such Taxes and Other Charges is not required until the extended deadline (or if payment is required earlier, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereofsuch payment has been made). Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days on or prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority7.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for or cause to be paid for all utility services provided to the PropertyProperty for which Borrower is responsible. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; , (ii) such proceeding shall suspend the collection of the Taxes or Other Charges from the Property, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iiiiv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (ivv) 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 have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; and (vi) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation with respect to Taxes and Other Charges that are due more than sixty (60) days after the Closing Date, during the continuance of a Cash Sweep Event Period, Borrower shall not be obligated to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 6.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Upon Agent’s request, Borrower shall furnish to Lender Agent receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender Agent pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)6.2 hereof. Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to LenderAgent if such Taxes or Other Charges have not been paid prior to the due date, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) 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; (iiic) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivd) 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; (ve) if not paid prior to the due date, such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vif) Borrower shall deposit with Agent or Borrower shall furnish such security as may be required in the proceeding or, if not required in the proceeding, cash, or other security as may be requested reasonably required by LenderAgent, in an amount equal to one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon and any excess security so furnished shall be released to Borrower upon payment of the applicable Taxes or Other Charges. Lender Agent may pay over any such cash deposit or part thereof other security held by Lender Agent to the claimant entitled thereto at any time when, in the reasonable judgment of LenderAgent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Subject to Section 7.2 hereof, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation prior to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereofdelinquency. Borrower will shall, not later than ten (10) Business Days after receipt of a written request from Administrative Agent, deliver to Lender Administrative Agent receipts for payment or other evidence reasonably satisfactory to Lender Administrative Agent that the all Taxes and Other Charges that are due and payable at such time have been so duly paid or are not then delinquent no later than ten (10) days by Borrower prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent delinquency (provided, however, that Administrative Agent shall have no right to deliver such written request to Borrower is not required to furnish such receipts for payment of Taxes in the event during any period that such Taxes have been and Other Charges are being paid by Lender Administrative Agent pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider). After prior written notice to LenderAdministrative Agent, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) 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; (iiic) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vif) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by LenderAdministrative Agent, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender Administrative Agent may pay over any such cash deposit or part thereof held by Lender Administrative Agent to the claimant entitled thereto at any time when, in the judgment of LenderAdministrative Agent, the entitlement of such claimant is established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the related Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower Borrowers will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, Borrower is that Borrowers are not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority7.3 hereof). Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the any Property, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrowers, at Borrower’s their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; , (ii) such proceeding shall suspend the collection of the Taxes or Other Charges from the applicable Property or Properties, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is Borrowers are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iiiiv) neither the any Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled 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 Borrowers shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; and (vi) Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Prior written notice of any such contest must be given to Lender if the contested Taxes or Other Charges have not been paid prior to initiation of the contest. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten thirty (1030) days prior to the date on which the Taxes and/or Other Charges before they would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is need not required 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 and Lender has received receipts from the relevant taxing authority3.2). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; , (ii) such proceeding shall suspend the collection of the Taxes or Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted thereunder, (iv) no part of or interest 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, cancelled canceled or lost; (iv) , if the Borrower shall promptly upon final determination thereof pay pays the amount or satisfies the condition being contested, and the Borrower would have the opportunity to do so, in the event of any such Taxes or Other Chargesthe Borrower's failure to prevail in the contest, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection Lender would not, by virtue of such contested Taxes permitted contest, be exposed to any risk of any civil liability for which the Borrower has not furnished additional security as provided in clause (vi) below, or Other Charges from to any risk of criminal liability, and neither the Property; and Property nor any interest therein would be subject to the imposition of any lien for which the Borrower has not furnished additional security as provided in clause (vi) below, as a result of the failure to comply with such law or of such proceeding, (vi) Borrower shall furnish have furnished such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, but in no amount less than one hundred and twenty-five percent (125%) of the amount of such claims, and (vii) Borrower 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 or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay all Taxes on or before the last date prior to which any interest, late fees or penalties would begin to accrue thereon (the "Delinquency Date") and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent Delinquency Date (provided, however, that Borrower is need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the PropertyProperty required to be paid by Borrower. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) 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 and such proceeding shall be conducted thereunder, (iv) no part of or interest 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, cancelled canceled or lost; , (ivv) 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 have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower Mortgagor shall promptly pay or cause to be paid when due and payable and before interest or penalties shall accrue thereon, without any deduction, defalcation or abatement, all Taxes taxes, assessments, water and Other Charges now sewer rents and all other charges or hereafter claims which may be assessed, levied or assessed or imposed filed at any time against Mortgagor, the Property Mortgaged Premises, the Collateral or any part thereof or against the interest of Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale. Xxxxxxxxx, if and as the same become due and payable; providedrequested by Mortgagee, howevershall produce to Mortgagee, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which dates when any of the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower same shall furnish commence to Lender bear interest or penalties, receipts for the payment of thereof. Notwithstanding the Taxes and the Other Charges prior to the date the same shall become delinquent (providedforegoing, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted if Mortgagor in good faith and with due diligence, by appropriate legal action shall contest the amount or validity or application in whole or in part of any Taxes such item or Other Chargesthe amount thereof and, provided that at the option of Mortgagee, shall have established on its books or by deposit of cash with Mortgagee a reserve for the payment thereof in such amount as Mortgagee may require, and Mortgagee has consented in writing to such action, then Mortgagor shall not be required to pay the item or to produce the required receipts while the reserve is maintained and so long as the contest operates to prevent collection, to stay any proceedings which may be instituted to enforce payment of such item and to prevent a sale of the Mortgaged Premises or the Collateral to pay such item (i) no Default or Event unless required by law as a condition of Default has occurred such contest), such contest is maintained and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance prosecuted with the provisions of any other instrument to which Borrower is subject diligence, and shall not constitute a default thereunder and such proceeding have been terminated or discontinued adversely to Mortgagor. Mortgagor shall not apply for or claim any deduction, by reason of this Mortgage, from the taxable value of all or any part of the Mortgaged Premises or the Collateral. It is expressly agreed that no credit shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither claimed or allowed on the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay payable on the amount Note because of any such Taxes taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienother charges paid.

Taxes and Other Charges. Borrower shall pay pay, or cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver shall furnish, or cause to be furnished, to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.2 hereof and Lender has received receipts from of the relevant taxing authorityMortgage Loan Agreement). Borrower shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to be paid promptly pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may may, or cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is and Mortgage Borrower are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither the Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, or shall cause Mortgage Borrower to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Individual Property or any asset of Borrower; and (vi) Borrower shall, or shall cause Mortgage Borrower to, have deposited with Lender or Mortgage Lender, as applicable, adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower or Mortgage Borrower has paid all of the Taxes under protest (provided, however, that Borrower shall not be required to deposit such reserves with Lender or Mortgage Lender, as applicable, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Lender or Mortgage Lender, as applicable, pursuant to Section 3.7 of the Mortgage Loan Agreement or Section 7.2 hereof, and (vii) Borrower shall, or shall cause Mortgage Borrower to, furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. (a) Subject, in all respects, to the terms of each Approved Annual Budget, Borrower shall, and shall cause each Borrower Subsidiary to, pay all Mortgaged Property Taxes, Company Taxes, Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, howeverand, Borrower’s obligation upon Lender's written request, shall furnish to directly pay Lender receipts for the payment of the Mortgaged Property Taxes, the Company Taxes, Taxes and the Other Charges prior to the date the same shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereofbecome delinquent. Borrower will will, and shall cause each Borrower Subsidiary to, deliver to Lender Lender, upon Lender's written request, receipts for payment or other evidence reasonably satisfactory to Lender that the Mortgaged Property Taxes, the Company Taxes, the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Mortgaged Property Taxes, the Company Taxes, the Taxes and/or Other Charges would otherwise be delinquent if not paid. Subject in all respects to the prior written consent of Lender, Borrower shall furnish to Lender receipts for the payment of the Taxes not, and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer permit any Borrower Subsidiary to, permit or suffer, and Borrower shall, and shall cause each Borrower Subsidiary to, promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against any Mortgaged Property, if and to the extent permitted pursuant to the applicable Mortgage Loan Documents, and the Real Property, and Borrower shall, and shall cause each Borrower Subsidiary to, promptly pay before delinquency for all utility services provided to the Real Property. After prior written notice to Lender, Borrowerand provided such action is in accordance with the Approved Annual Budget, at Borrower’s own expense, then each Borrower Entity may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Mortgaged Property Taxes, Company Taxes, Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted substantially in accordance with all applicable statutes, laws and ordinances; (iii) neither the any Mortgaged Property, any Real Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof failure to pay the amount of any such Mortgaged Property Taxes, Company Taxes, Taxes or Other ChargesCharges will not subject Lender to any civil or criminal liability, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding contest shall suspend not affect the collection ownership, use or occupancy of such contested Taxes any Mortgaged Property or Other Charges from the any Individual Property; , and (vi) Borrower shall, and shall furnish such security as may be required in the proceedingcause each Borrower Subsidiary to, or as may be requested upon request by Lender, to insure give Lender prompt notice of the payment status of any such Taxes or Other Charges, together with all interest and penalties thereonproceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i)–(v) of this Section 4.1.3. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Mortgaged Property or Real Property (or any part thereof or interest therein) ), as applicable, shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the a Mortgage or Pledged Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay or cause Mortgage Borrower to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay or cause Mortgage Borrower to pay Taxes shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that 6.2 of the Taxes Building Loan Agreement and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to complies with the date on which terms and provisions of Section 6.2 of the Taxes and/or Other Charges would otherwise be delinquent if not paidFirst Mezzanine Loan Agreement. Borrower shall furnish or cause to be furnished to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish or cause to be furnished such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.2 hereof and the Mortgage Loan Documents (or by First Mezzanine Lender has received receipts from pursuant to the relevant taxing authorityFirst Mezzanine Loan Documents). Borrower shall not permit or suffer and shall promptly discharge or cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge (other than Permitted Encumbrances) against the Property, and shall promptly pay for all utility services provided to the Propertyby payment, bonding or otherwise. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest or cause to be contested by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no monetary Default or any Event of Default has occurred and remains uncuredis continuing; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay or cause to be paid the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish such deposit or cause to be deposited with Lender cash, or other security as may be required in the proceeding, or as may be requested reasonably approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount less the amount paid, if any, in order to contest any payment of any such Tax or Other Charge that, as a Legal Requirement, is required to be paid to the applicable Governmental Authority, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon (provided that the deposit required pursuant to this clause (vi) will be waived to the extent such deposit has been deposited with Mortgage Lender pursuant to the terms of the Mortgage Loan Documents or with First Mezzanine Lender pursuant to the terms of the First Mezzanine Loan Documents, and if the Mortgage Loan and the First Mezzanine Loan have been repaid in full, amounts on deposit with or for the benefit of Mortgage Lender and/or First Mezzanine Lender shall be transferred to the Lender). Upon prior notice to Borrower, Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, when the entitlement of such claimant is established or by the Property (or part thereof or interest therein) shall be entry of a final non-appealable judgment in danger favor of being sold, forfeited, terminated, cancelled or lost or there shall be any danger such claimant by a court of the Lien of the Mortgage being primed by any related Liencompetent jurisdiction.

Taxes and Other Charges. Borrower shall pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish (or cause to be furnished) to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for (or cause to be paid) all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrower or Operating Tenant, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither the no Individual 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) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower shall furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payableprior to delinquency or imposition of any increased costs or expense; provided, however, that Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof7.2. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)7.2. Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s 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 so long as (ia) no Default or Event of Default has occurred and remains uncured; (iib) 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; (iiic) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vig) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to 125% of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) 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 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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts 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 and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither the no Individual 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 all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as prior to the date the same shall become due and payabledelinquent; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver Upon Lender’s written request therefor from time to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. time, Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyProperty prior to the date the same shall become delinquent. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such contest; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; and (v) 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 reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts 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 and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (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 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; (vi) Borrower shall have deposited with Lender adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest (provided, however, that Borrower shall not be required to deposit such reserves with Lender, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Lender pursuant to Section 3.7 hereof, and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Property, or any part thereof thereof, as the same become due and payable; provided, however, that Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent, provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that if such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided provided, that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiid) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such contest; (ive) 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; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vig) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Subject to the provisions of the last sentence of this Section 5.1.2, Borrower shall cause Mortgage Borrower to promptly pay all Taxes and Taxes, Other Charges now and utility service charges, in each case prior to the date on which such Taxes, Other Charges or hereafter levied or assessed or imposed against the Property or any part thereof utility service charges, as the same case may be, would otherwise become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereofdelinquent. Borrower will deliver deliver, or cause Mortgage Borrower to Lender receipts for payment or other deliver, to Lender, promptly upon Lender’s request, evidence reasonably satisfactory to Lender that the Taxes and Taxes, Other Charges and utility service charges have been so paid or are not then delinquent (provided, however, that Borrower shall not be required to furnish such receipts for payment of Taxes or Other Charges in the event that such Taxes or Other Charges have been or are required to be paid by Mortgage Lender pursuant to the Mortgage Loan Documents). Subject to the provisions of the last sentence of this Section 5.1.2, Borrower shall not suffer, and shall not permit Mortgage Borrower to suffer, and shall cause Mortgage Borrower to pay and discharge any lien or charge whatsoever which may be or become a Lien against any Individual Property, other than Permitted Encumbrances and liens in favor of Lender or Mortgage Lender, as promptly as practicable and in any event no later than ten sixty (1060) days prior after Borrower or Mortgage Borrower receives written notice from any source whatsoever or otherwise has Actual Knowledge of the existence of such lien or charge. Except to the date on which extent sums sufficient to pay all Taxes have been deposited with Mortgage Lender in accordance with the Taxes and/or Other Charges would otherwise be delinquent if not paid. terms of the Mortgage Loan Documents, Borrower shall furnish furnish, or cause Mortgage Borrower to furnish, to Lender paid receipts for the payment of the Taxes and Other Charges or other reasonably satisfactory evidence of the payment of such Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)delinquent. Borrower shall not suffer and shall promptly may, at its own expense, or may cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyMortgage Borrower, and shall promptly pay for all utility services provided to the Property. After at its expense, to, contest (after prior written notice to Lender, Borrower, at Borrower’s own expense, may contest if the taxes being contested are not paid in full prior to such contest) by appropriate legal proceedingproceedings, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes of the Taxes, Other Charges or Other Chargesutility service charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing under the Note, this Agreement or any of the other Loan Documents, (ii) such proceeding shall not violate the provisions of any other mortgage, deed of trust or deed to secure debt affecting any Individual Property, (iii) such proceeding shall suspend the collection of the Taxes, Other Charges or utility service charges, as applicable, from Mortgage Borrower and from any Individual Property or Borrower or Mortgage Borrower shall have paid all of the Taxes, Other Charges or utility service charges, as applicable, under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted thereunder, (v) none of the Collateral, any Mortgage Principal’s general partner interest in accordance with all applicable statutes, laws and ordinances; (iii) neither the related Mortgage Borrower Entity or any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (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 lost as a result of such contested Taxes or Other Charges from the Property; and proceeding, (vi) Borrower shall furnish such security as may be required in the proceedinghave, or as may be requested by Lendershall have caused Mortgage Borrower to, to insure deposit with Lender adequate reserves for the payment of any such Taxes the Taxes, Other Charges or Other Chargesutility service charges, as applicable, together with all interest and penalties thereon. , unless Borrower or Mortgage Borrower has paid all of the Taxes, Other Charges or utility service charges, as applicable, under protest (provided, however, that with respect to Taxes, Borrower shall not be required to deposit such reserves with Lender, or to furnish the security required under clause (vii) below, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Mortgage Lender pursuant to the Mortgage Loan Documents except as may pay over any be required in such cash deposit proceeding as set forth under clause (vii) below), and (vii) Borrower shall have furnished, or part thereof held shall have caused Mortgage Borrower to have furnished, the security as may be required in such proceeding, or as may be reasonably requested by Lender to insure the claimant entitled thereto at payment of any time whencontested Taxes, in the judgment of LenderOther Charges or utility service charges, the entitlement of such claimant is established or the Property (or part thereof or as applicable, together with all interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienand penalties thereon.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due prior to delinquency, and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent delinquency (provided, however, that Borrower is need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority3.3 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) 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 and such proceeding shall be conducted thereunder, (iv) no part of or interest in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; , (ivv) 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 have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than one hundred twenty five percent (125%) of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may may, with the prior approval of Borrower (not to be unreasonably withheld), pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies other than those which it is protesting in good faith by appropriate proceedings diligently pursued in accordance with the terms and provisions of Section 7.2 hereofthis Section. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten thirty (1030) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been are to be paid by Lender pursuant to Section 7.2 7.3 hereof and Lender has received receipts if Borrower furnishes a request by such date for a disbursement from the relevant taxing authorityTax and Insurance Escrow Fund and there are sufficient funds therein to make the payment). Borrower shall not suffer and when due shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a Lien lien or charge against the PropertyProperty (other than those liens or charges which Borrower is protesting in good faith by appropriate proceedings, diligently pursued), and when due shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; , (ii) such proceeding shall suspend the collection of the Taxes or Other Charges from the Property, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iiiiv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (ivv) Borrower shall have furnished such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon and (vi) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (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, therewith subject to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonpursuant to Section 7.3. Lender may may, following prior written notice to Borrower, pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Subject to Section 7.2 hereof and any then-applicable obligations of Lender thereunder, Borrower shall pay (or cause Tenant to pay) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is shall not be required to furnish such receipts receipt or other evidence for payment of Taxes and Other Charges in the event that such Taxes and Other Charges have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from hereof. Except for Liens that are being contested in accordance with the relevant taxing authority). provisions of this Section 5.1.2, Borrower shall not suffer and shall promptly pay and discharge (or cause Tenant to be paid pay and discharged discharge) any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay (or cause Tenant to pay) for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrower or Tenant, in each case at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other ChargesCharges (which shall not constitute an Event of Default), provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing or such Taxes or Other Charges have been paid prior to being so contested; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower or Tenant shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Individual Property or such Taxes or Other Charges have been paid prior to being so contested; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant claimants is established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay, or shall cause its Tenant(s) to pay (to the extent any Tenant is obligated to make such payments under its Lease) all Taxes and Other Charges now or hereafter levied or assessed or imposed against each of the Property Properties, or any part thereof thereof, as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower is required to deposit funds into the Tax and Insurance Escrow Account on a monthly basis and Borrower otherwise complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the any Property, and shall promptly pay for all utility services provided to the PropertyProperty (or cause Tenant to pay). After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) neither the any Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Property or Properties (except that if such Taxes or Other Charges must be paid sooner in order to avoid being delinquent, then Borrower shall cause the same to be paid prior to delinquency, and upon making such payment prior to delinquency Borrower may continue such contest); and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the any Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage applicable Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay pay, or shall cause Mortgage Borrower or Property Owner to pay, all Taxes and Other Charges applicable to such Person now or hereafter levied or assessed or imposed against the Property Collateral, the Senior Mezzanine Collateral and the Mortgage Loan Collateral or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay (or cause to be paid) Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver deliver, or cause to be delivered, to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes not suffer and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not permit Senior Mezzanine Borrower, Mortgage Borrower or any Mortgage Loan Party to suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyCollateral, the Senior Mezzanine Collateral or the Mortgage Loan Collateral, and shall promptly pay pay, or cause to be paid, for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest or cause Mortgage Borrower or any other Mortgage Loan Party to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower and such other Mortgage Loan Party, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither none of the Property Collateral, the Senior Mezzanine Collateral or the Mortgage Loan Collateral nor any part thereof or interest therein will not be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, or shall cause Mortgage Borrower or any other Mortgage Loan Party to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property, Mortgage Loan Collateral, Senior Mezzanine Collateral or Collateral, as applicable; and (vi) Mortgage Borrower shall furnish have furnished to Mortgage Lender such security as may be required in pursuant to the proceeding, or as may be requested by Lender, to insure the payment of any Mortgage Loan Agreement (unless Mortgage Lender shall have waived such Taxes or Other Charges, together with all interest and penalties thereonsecurity). Mortgage Lender may pay over any such cash deposit or part thereof held by Mortgage Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property Collateral, the Senior Mezzanine Collateral or any Mortgage Loan Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage any Loan Document being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay pay, or cause Tenant to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges no later than ten (10) Business Days prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)delinquent. Borrower shall not permit or suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s own its sole cost and expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, ; provided that (ia) no Default or Event of Default has occurred and remains uncuredoutstanding; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iiid) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ive) 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; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vig) Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be requested by Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; and (h) such contest by Borrower is not in violation of the Leases. Lender may pay over over, assign or transfer any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien. Upon the final resolution of any such contest in favor of Borrower, Lender shall return any remaining portion of such security to Borrower.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3). Borrower shall timely file all federal, state, commonwealth, district and local and other tax returns required to be filed and timely pay all federal, state, commonwealth, district and local and other Taxes, assessments fees and other governmental charges levied or imposed upon Borrower or its properties, income or assets or that are otherwise due and payable by Borrower. Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled 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 deposit with Lender cash or such other security as may be required approved by Lender in an amount equal to one hundred twenty-five percent (125%) of the proceeding, or as may be requested by Lendercontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the good faith judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay pay, prior to delinquency, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to , in which event Lender receipts for payment or other evidence satisfactory to Lender that the shall pay all such Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to delinquency in accordance with the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paidterms and conditions hereof. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that and Other Charges if such Taxes or Other Charges have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Subject to Borrower’s right to contest Liens and other charges to the extent expressly set forth in the Loan Documents, 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 pay, prior to delinquency, for all utility services provided to the Property, except for utility services billed directly to the Tenants. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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 material default thereunder beyond applicable notice and cure periods and such proceeding shall 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, cancelled or lostlost prior to the final determination of such proceeding; (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, determined to be due; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; (vi) Borrower shall have set aside reasonably adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall (or shall cause each Borrower Subsidiary to) pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes and shall be suspended for so long as (or shall cause Owner and each 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 ten (10Subsidiary to) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges payable by such Person prior to the date the same shall become delinquent (provided, however, that Borrower is need not required pay (or cause Owner to pay) such Taxes nor furnish (nor cause Owner to furnish) such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account (as defined in the Senior Loan Agreement) pursuant to Section 7.2 hereof and Lender has received receipts from 6.3 of the relevant taxing authoritySenior Loan Agreement). Borrower shall not permit or suffer (and shall not permit any Borrower Subsidiary to permit or suffer), and shall promptly discharge (or cause each Borrower Subsidiary to be paid and discharged discharge), any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty and the Worldwide Plaza Amenities with respect to Taxes and Other Charges, and shall promptly pay (or cause Owner to pay or cause to pay) for all utility services provided to the PropertyProperty and the Worldwide Plaza Amenities, as applicable. After prior written notice to Lender, BorrowerBorrower may cause Owner, at BorrowerOwner’s own expense, may to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, 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 statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause Owner to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyCharges; and (vi) Borrower shall furnish such cause Owner to deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested reasonably approved by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon (provided, however, that no such security will be required if Owner has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents), (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the each Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended (only with respect to any Property for which funds to pay such Taxes are being reserved for hereunder) for so long as Borrower complies with deposits into the terms Tax and Insurance Reserve Fund the monthly deposits required pursuant to the provisions of Section 7.2 hereof. Unless Lender is paying the Taxes with funds in the Tax and Insurance Reserve Account, Borrower will deliver to Lender receipts receipt for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the any Property, and shall promptly pay for all utility services Utility Services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the no 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 all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquency thereof. Borrower shall furnish to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been are being paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither the no Individual 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 all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; 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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower Mortgagor shall pay all Taxes real estate taxes, water and Other Charges now sewer rents, excise levies, vault and other license or hereafter levied permit fees, local taxes, transit taxes, levies and assessments, fines, fire protection, police protection, and similar charges payable under the Ground Lease, impositions, and other similar claims and liens assessed, or assessed or imposed which may be assessed, against the Property Premises or any part thereof thereof, (all such taxes, water and sewer rent charges, excise levies, vault and other license or permit fees, local taxes, transit taxes, levies and assessments, fines, impositions and other similar claims and liens, together with the utility charges described below being hereinafter sometimes referred to as "Impositions", and any of the same become due and payable; providedbeing hereinafter referred to as an "Imposition") without any deduction or abatement, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date dates on which the Taxes and/or Other Charges would otherwise be delinquent such Impositions commence to bear interest or penalties, and shall, if requested in writing by Mortgagee, not paid. Borrower shall furnish later that such dates produce to Lender Mortgagee receipts for the payment thereof in full, and shall pay every other tax, assessment, claim, fine, lien or encumbrance which may at any time be or become a lien upon the Premises prior to, or on a parity with, the lien of this Mortgage. If Mortgagor shall in good faith, and by proper legal action, contest any such Impositions or other taxes, assessments, claims, fines, liens, encumbrances, or charges, or the Taxes validity thereof, then Mortgagor shall not be required to pay the same, or to produce such receipts, during the maintenance of said reserve and as long as such contest operates to prevent enforcement or collection, and such contest is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to Mortgagor; notwithstanding the Other Charges prior foregoing provision, Mortgagor shall not have the right to contest any such Impositions or other taxes, assessments, claims, fines, liens, encumbrances or charges, if any Governmental Authority shall threaten to foreclose any lien affecting the Premises that has arisen because of non-payment any such Impositions or other taxes, assessments, claims, fines, liens, encumbrances or charges (unless such threatened foreclosure shall be stayed by a court of competent jurisdiction), or if in a Mortgagee's reasonable good faith judgment, such contest would materially adversely threaten Mortgagee's security. In addition to the date the same shall become delinquent (providedforegoing, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly Mortgagor will pay cause to be paid when due and discharged will not suffer to remain outstanding, any Lien charges for utilities and refuse removal, whether public or charge whatsoever which may be or become a Lien or charge against the Propertyprivate, and shall promptly pay for all utility services provided with respect to the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) 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 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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related LienPremises.

Taxes and Other Charges. Borrower shall pay or cause tenants ----------------------- to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation . Borrower will deliver to directly pay Lender annually a statement showing when Taxes shall be suspended for so long as Borrower complies and Other Charges are payable with the terms and provisions of Section 7.2 hereofrespect 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 or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the promptly after payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)thereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay or cause tenants to pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay pay, or cause to be paid, the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual 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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, howeverand, Borrower’s obligation to directly pay Taxes shall be suspended for so long as 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 ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower 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 is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3). Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled 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 deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s 's obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver hereof and subject to Lender receipts for payment or other evidence satisfactory Borrower's right to Lender that the contest such Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior pursuant to and in accordance with the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paidLoan Documents. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyProperty unless such services are billed directly to tenants by the utility provider. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) such proceeding shall not be permitted under and be conducted in accordance with prohibited by 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) 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 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 reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower Mortgagor shall pay or cause to be paid all Taxes taxes of every kind and Other Charges nature (including real and personal property, income, gross receipts, franchise, profits, sales and withholding taxes), all general and special assessments, water and sewer rents and charges, and all levies, permits, inspection and license fees and other public charges now or hereafter levied or assessed or imposed against the Mortgaged Property as liens or any part thereof assessments (hereinafter individually called a “Tax” and collectively the “Taxes”) as the same shall become due and payablepayable from time to time and before interest or penalties accrue thereon; provided, however, Borrower’s obligation that Mortgagor shall not be required to directly pay Taxes shall be suspended for any Tax to the extent that nonpayment thereof is permitted while the validity thereof is being contested, so long as Borrower complies (a) Mortgagor notifies Mortgagee in writing of intention to contest the validity thereof, (b) the validity thereof is being contested in good faith by Mortgagor and (c) Mortgagor deposits with Mortgagee if Mortgagee CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2 Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted materials have been filed separately with the terms Securities and provisions Exchange Commission. so requests an amount deemed sufficient to make such payment if the contest is unsuccessful. Notwithstanding the foregoing, Mortgagor shall under no circumstances permit the Mortgaged Property to be sold or advertised for sale for nonpayment of Section 7.2 hereofany Tax. Borrower will Subject to Mortgagor’s right to contest any Tax as hereinabove provided, Mortgagor shall deliver to Lender Mortgagee receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for evidencing the payment of such Tax on or before the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish last day on which any Tax may be paid without interest or penalties or as soon thereafter as such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) 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 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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienare available.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges such amounts would otherwise be delinquent if not paidbecome delinquent. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)delinquent. Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) 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; (iiic) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vif) Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash or other security deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien; and (g) such contest by Borrower is not in violation of Leases.

Taxes and Other Charges. Borrower shall pay, or shall cause its tenant(s) to pay (to the extent any tenant is obligated to make such payments under its Lease) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Property, or any part thereof as the same become due and payablethereof, prior to delinquency; provided, however, Borrower’s obligation to directly pay (or cause its tenant(s) to pay) Taxes shall be suspended for so long as 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 hereof in respect of 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 paidProperty. Borrower shall furnish to Lender receipts or other evidence satisfactory to Lender for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, (i) 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 hereof, and Lender (ii) if the tenant under a Lease pays such Taxes or Other Charges directly to the applicable authority and Borrower timely requests and diligently pursues evidence of payment, and further provided that no enforcement action has received receipts been commenced by the applicable authority resulting from the relevant taxing authority)such tenant’s failure to pay Taxes or Other Charges, Borrower shall have an additional thirty (30) day period to provide such evidence to Lender. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty (other than Permitted Encumbrances), and shall promptly pay for or cause to be paid all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) neither the Property nor any part thereof or interest ‑56 ‑ therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty (except that if such Taxes or Other Charges must be paid sooner in order to avoid being delinquent, then Borrower shall cause the same to be paid prior to delinquency, and upon making such payment prior to delinquency Borrower may continue such contest); and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage encumbering the Property being primed by any related LienLien (other than Permitted Encumbrances). Notwithstanding the foregoing provisions of this Section 5.1.2, to the extent the Lease with a tenant remains in effect and such tenant remains liable for the obligations under this Lease, such tenant shall have the right to exercise any contest rights set forth in such Lease in accordance with the terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 5.1.2, the provisions set forth in such Lease shall govern and control, so long as no Governmental Authority commences any enforcement action in connection with the non‑payment of any Taxes or Other Charges which could result in a transfer of title to the Property, and in addition Borrower shall be responsible for any sums ultimately owed to any Governmental Authority in connection with any applicable Taxes or Other Charges (including any penalty payments, interest charges or similar monetary sums owed to such Governmental Authority).

Taxes and Other Charges. Borrower shall (or shall cause Owner to) pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, howeverupon written request, Borrower’s obligation to directly pay Taxes and shall be suspended for so long as 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 ten (10shall cause Owner to) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required pay (or cause Owner to pay) such Taxes nor furnish (nor cause Owner to furnish) such receipts for payment of Taxes in the event that such Taxes have been paid by Senior Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authoritySenior Loan Documents). Borrower shall not permit or suffer (and shall not permit Owner to permit or suffer), and shall promptly discharge (or cause Owner to be paid and discharged discharge), any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay (or cause Owner to pay) for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower may cause Owner, at BorrowerOwner’s own expense, may to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, 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 statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause Owner to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish such cause Owner to deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon (provided, however, that no such security will be required if Owner has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents), (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is is‌ established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Subject to Borrower’s contest rights as set forth in this Section 4.6, Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be same shall become delinquent if not paid. Borrower and shall promptly furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against Notwithstanding the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lenderforegoing, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) 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) neither the Property nor any part thereof or interest therein will be in reasonable danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly shall, as required upon final determination thereof thereof, pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (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 proceedingcase of Taxes or Other Charges above the Contest Threshold, Borrower shall, subject to the limitations set forth in Section 6.11, deposit with Lender cash, cash equivalents, a Letter of Credit or as may be requested by a guaranty from a Qualified Guarantor or other security reasonably acceptable to Lender, in an amount equal to one hundred ten percent (110%) of the contested amount (together with all interest and penalties thereon) over the Contest Threshold plus any deferred fines thereon, to insure the payment of any such Taxes or Other ChargesCharges during such contest, together with all interest (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil liability (other than fines which Borrower promptly pays in full when due, except to the extent the contest defers such payment) or criminal liability, (viii) such contest shall not materially adversely affect the ownership, use or occupancy of the Property, and penalties thereon(ix) Borrower shall keep Lender informed of the status of such proceedings at reasonable intervals and, if requested by Lender, confirm to Lender the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.6. After five (5) Business Days’ notice to Borrower, Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is finally established by the Governmental Authority authorized to make such determination or the Property (or any part thereof or interest therein) shall be in immediate danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any immediate danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged (or bonded in a manner reasonably acceptable to Lender) any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Operating Lessee is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiid) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ive) Borrower and/or Operating Lessee shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vig) Borrower shall furnish such security as reasonably may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Collateral Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquency thereof. Upon Administrative Agent’s request, each Borrower shall furnish to Lender receipts Administrative Agent receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)delinquent. Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyCollateral Properties, and shall promptly pay for all utility services provided to the PropertyCollateral Properties. After prior written notice to Lender, BorrowerBorrowers, at Borrower’s their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncureduncured or would result from such contest; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument Contractual Obligation to which a Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLaws; (iii) neither the no Collateral Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Collateral Properties; and (vi) each Borrower shall furnish to Administrative Agent for the benefit of the Lenders, such security as may be required in the proceeding, proceeding or as may be requested by Lendernecessary or advisable, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender Administrative Agent may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto Administrative Agent at any time when, in the judgment of LenderAdministrative Agent, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Collateral Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay before they are due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all Taxes taxes, assessments, levies, liabilities, obligations, encumbrances, water and Other Charges now sewer rents and all other charges or hereafter levied claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or assessed or imposed filed at any time against Borrower (other than income taxes of Borrower), the Mortgaged Property or any part thereof or against the interest of Lender therein, or with respect to the Note or Deed of Trust and/or the ownership of either thereof by Lender, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon Lender; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended promptly satisfied and discharged of record and the original official document (such as, for so long as Borrower complies with instance, the terms and provisions tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands 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 ten five (105) days prior to the due date on which the Taxes and/or Other Charges would otherwise be delinquent if not paidthereof. 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 (providedProvided, however, that if, pursuant to this Deed of Trust or otherwise, Borrower shall have deposited with Lender before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and no Event of Default has occurred, they shall be paid by Lender from the appropriate reserve (to the extent sufficient funds exist therein); and provided further, that if 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 default hereunder and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, by appropriate legal action shall contest the amount or validity or application in whole or in part of any Taxes or Other Charges, 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 statutes, laws and ordinances; (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 the amount of any such Taxes item, or Other Chargesthe amount thereof, together and shall have established on its books or by deposit of cash with all costsLender, as Lender may elect, a reserve for the payment thereof in such amount as Lender may require (including any interest and penalties which may be payable in connection therewith; (v) such proceeding ), then Borrower shall suspend not be required to pay the collection item or to produce the required receipts, while the reserve is maintained and so long as the contest operates to prevent collection, and is maintained and prosecuted with diligence, and shall not have been terminated or discontinued adversely to Borrower. Further, Borrower will not apply for or claim any deduction, by reason of such contested Taxes or Other Charges this Deed of Trust, from the taxable value of all or any part of the Mortgaged Property; and (vi) Borrower . It is expressly agreed that no credit shall furnish such security as may be required in claimed or allowed on the proceeding, or as may be requested by Lender, to insure interest payable on the payment Note because of any such Taxes taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienother charges paid.

Taxes and Other Charges. Borrower Mortgagor shall pay all Taxes taxes of every kind and Other Charges ----------------------- nature (including real and personal property, income, gross receipts, franchise, profits, sales and withholding taxes), all general and special assessments, water and sewer rents and charges, and all levies, permits, inspection and license fees and other public charges now or hereafter hereinafter levied or assessed or imposed against the Mortgaged Property as liens or any part thereof assessments (hereinafter individually called a "Tax" and collectively the "Taxes" as the same shall become due and payablepayable from time to time and before interest or penalties accrue thereon and before a lien could be placed upon the Mortgaged Property; provided, however, Borrower’s obligation that Mortgagor shall not be required to directly pay Taxes shall be suspended for any Tax to the extent that nonpayment thereof is permitted while the validity thereof is being contested, so long as Borrower complies (a) Mortgagor notifies Mortgagee in writing of its intention to contest the validity thereof /1/ (b) the validity thereof is being contested in good faith by Mortgagor and (c) Mortgagor deposits with Mortgagee if Mortgagee so requests an amount deemed sufficient to make such payment if the terms and provisions contest is unsuccessful. Notwithstanding the forgoing, Mortgagor shall under no circumstances permit a lien to be placed upon the Mortgagor's interest in the Mortgaged Property or permit the Mortgaged property to be sold or advertised for sale for nonpayment of Section 7.2 hereofany Tax. Borrower will Mortgagor shell not apply for or dais any deduction from the taxable value of the Mortgaged Property because of the existence of the Notes or this Mortgage. Subject to Mortgagor's right to contest any Tax as hereinabove provided, Mortgagor shell deliver to Lender Mortgagee receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for evidencing the payment of such Tax on or before the Taxes and 1st day on which any Tax may be paid without interest or penalties or a lien being placed upon the Other Charges prior to Mortgagor's interest in the date the same shall become delinquent (provided, however, Borrower is not required to furnish Mortgaged Property or as soon thereafter as such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) 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 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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienare available.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquency thereof. Borrower shall furnish to Lender receipts receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been are being paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (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 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 as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower Grantor shall pay or cause to be paid when due and payable and before interest or penalties are due thereon, without any deduction, defalcation or abatement, all Taxes taxes, assessments, water and Other Charges now sewer rents, charges and claims which may be assessed, levied, or hereafter levied or assessed or imposed filed at any time against Grantor, the Mortgaged Property or any part thereof as (including without limitation any taxes levied upon or with respect to the same revenues, income or profit of Grantor from the Mortgaged Property) or against the interest of Grantee therein, or which by any present or future law may become due or be made a lien on the Mortgaged Property, or any part thereof, or a charge on such revenues, income or profits; and payableGrantor shall produce to Grantee, upon request, receipts for the payment thereof; provided, however, Borrower’s obligation that if, pursuant to directly this Mortgage or otherwise, Grantor shall have deposited with Grantee before the due date thereof sums sufficient to pay Taxes any such taxes, assessments, water and sewer rents, charges and claims, and Grantor is not otherwise in default, they shall be suspended for so long as 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 ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof the Grantee; and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Propertyprovided further, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted that if Grantor in good faith and by appropriate legal action shall contest the validity of any such item, or the amount thereof, and shall have established on its books or by deposit of a letter of credit or bond with due diligenceGrantee, as Grantee may elect, the amount required for the payment thereof, then Grantor shall not be required to pay the item or validity or application in whole or in part of any Taxes or Other Chargesto produce the required receipts while the amount is maintained and so long as the contest operates to prevent collection, provided that (i) no Default or Event of Default has occurred is maintained and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance prosecuted with the provisions of any other instrument to which Borrower is subject diligence, and shall not constitute a default thereunder and have been terminated or discontinued adversely to Grantor. Notwithstanding the foregoing, if Grantee notifies Grantor that, in the opinion of counsel selected by Grantee, by nonpayment of any such proceeding shall item the lien of this Mortgage as to any part of the Mortgaged Property will be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither materially affected or the Mortgaged Property nor or any part thereof or interest therein will be in danger of being soldsubject to imminent loss or forfeiture, forfeited, terminated, cancelled or lost; (iv) Borrower Grantor shall promptly upon final determination thereof pay such item. It is expressly agreed that no credit shall be claimed or allowed on the amount interest payable on the Note because of any such Taxes 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 as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienother charges paid.

Taxes and Other Charges. Borrower Borrowers shall pay (or shall cause the respective Owner to pay) all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, howeverand, Borrower’s obligation to directly pay Taxes shall be suspended for so long as 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 ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower upon written request, shall furnish to Mezzanine Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (providedPROVIDED, howeverHOWEVER, Borrower is that Borrowers need not required pay directly (nor cause Owners to pay directly) Taxes nor furnish (or cause Owners to furnish) such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from deposited into the relevant taxing authority)reserves required under the Senior Loan Documents. Borrower Borrowers shall not permit or suffer (unless in connection with a contest by appropriate legal proceeding described hereinbelow) and shall promptly (and shall cause Owners not to) permit or suffer and shall promptly cause Owners to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall cause Owners to promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Mezzanine Lender, any Borrower, at Borrower’s its own expense, may cause Owners to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) such Borrower shall cause such Owner, promptly upon final determination thereof thereof, to pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) such Borrower shall furnish such deposit with Mezzanine Lender cash, or other security as may be required approved by Mezzanine Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceeding, or as may be requested by Lendercontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon (PROVIDED, HOWEVER, that no such security will be required if Owners have provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents). Mezzanine Lender may pay over any such cash deposit or part thereof other security held by Mezzanine Lender to the claimant entitled thereto at any time when, in the judgment of Mezzanine Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower and each other Loan Party shall pay all Taxes and Other Charges applicable to such Loan Party now or hereafter levied or assessed or imposed against the Property Collateral or any part thereof as the same become due and payable; provided, however, Borrower’s and any other Loan Party’s obligation to directly pay Taxes shall be suspended for so long as the Borrower or such other Loan Party complies with the terms and provisions of Section 7.2 hereof. Borrower and each other Loan Party, as applicable, will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower each other Loan Party shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyCollateral, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerBorrower or any other Loan Party, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or such other Loan Party is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor Collateral and any part thereof or interest therein will not be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower or such other Loan Party shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Individual Property or the Collateral, as applicable; and (vi) Borrower or such other Loan Party shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s 's obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 6.2 hereof and has not delivered a Letter of Credit in lieu of such escrows pursuant to Section 6.8 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to within ten (10) days after the date the same shall become delinquent (are due; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid are payable by Lender pursuant to Section 7.2 6.2 hereof and sufficient funds have been deposited with Lender has received receipts from for the relevant taxing authority)payment thereof in the manner required by Section 6.2. Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to other than Permitted Encumbrances. Notwithstanding the Property. After foregoing, after prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Lien, Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Lien, 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 Lien, Taxes or Other Charges from the Property; and (vi) unless previously deposited with Lender, Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to insure one hundred five percent (105%) of the payment of any such Taxes or Other Charges, together with contested amount and all interest and penalties thereon; provided, however, that Borrower shall receive a credit against such deposits for any amounts deposited with the applicable taxing authority in connection with such proceeding. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall, and shall cause each WWP Amenities Subsidiary to, pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges payable by such Person prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3). Borrower shall, and shall cause WWP Amenities Subsidiaries to, not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty and the Worldwide Plaza Amenities, as applicable, with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the PropertyProperty and the Worldwide Plaza Amenities, as applicable. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay or cause to be paid the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyCharges; and (vi) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested reasonably approved by Lender, in an amount equal to one hundred 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, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as prior to the same become due and payabledate upon which any interest or late charges shall begin to accrue thereon; provided, however, Borrower’s Borrowers’ obligation to directly pay Taxes shall be suspended for so long as Borrower complies Borrowers comply with the terms and provisions of Section 7.2 hereof. Borrower Borrowers will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquent. Borrower Borrowers shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same upon which any interest or late charges shall become delinquent (begin to accrue thereon; provided, however, Borrower is Borrowers shall not be required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged (or provide reasonable security for) any Lien or charge whatsoever which may be or become a Lien or charge against any of the PropertyProperties, and shall promptly pay for all utility services provided to any of the PropertyProperties. After prior written notice to Lender, any Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default has occurred and remains uncuredor Third Mezzanine Event of Default exists; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) neither the any Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Property; and (vif) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by 189 Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the any Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay pay, or shall cause the Ground Tenant to pay, all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, delinquent. Borrower is not required will deliver to furnish such Lender receipts for payment of or other evidence reasonably satisfactory to Lender that the Taxes in the event that such Taxes and Other Charges have been so paid by Lender pursuant no later than ten (10) days prior to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)date on which the Taxes and/or Other Charges would be delinquent if not paid. Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty (other than the Permitted Encumbrances), and shall promptly pay for for, or cause Ground Tenant to pay for, all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled 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) Borrower shall pay any Taxes or Other Charges under protest unless such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) unless paid under protest, Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved reasonably by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) – (viii) of this Section 4.1.3. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, Lender acknowledges that Borrower currently holds the fee interest in the Land and landlord’s interest under the Ground Lease, and so long as the Ground Lease is in full force and effect, Borrower does not hold any right, title or interest in the Ground Tenant Improvements or the Ground Tenant Subleases (other than Landlord’s residual right, title and interest in and to the Ground Tenant Improvements to the extent the Ground Lease expires or is terminated).

Taxes and Other Charges. Each Borrower shall duly and timely file all Tax Returns that it is required by to file pursuant to applicable Law, and pay all Taxes and Other Charges imposed upon it or now or hereafter levied or assessed or imposed against the Property Collateral Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquency thereof. Upon Administrative Agent’s request, each Borrower shall furnish to Lender receipts Administrative Agent receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)delinquent. Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyCollateral Properties, and shall promptly pay for all utility services provided to the PropertyCollateral Properties. After prior written notice to Lender, BorrowerBorrowers, at Borrower’s their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument Contractual Obligation to which a Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLaws; (iii) neither the no Collateral Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Collateral Properties; and (vi) each Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, proceeding to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender Administrative Agent may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto Administrative Agent at any time when, in the judgment of LenderAdministrative Agent, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Collateral Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Subject to Borrower’s contest rights as set forth in this Section 4.6, Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower delinquency, and shall upon request furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3). Upon request, Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the Propertyany Individual Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the any Individual Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (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, unless Borrower has previously paid such Taxes or Other Charges; and (vi) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred 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, unless Borrower has previously paid such Taxes or Other Charges, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, and (viii) such contest shall not affect the ownership, use or occupancy of the applicable Individual Property. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or and the applicable Individual Property (or any material part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien. Notwithstanding anything to the contrary set forth above in this Section 4.6, Borrower shall at all times have the right to contest through appropriate tax certiorari proceedings Taxes and Other Charges already paid in full by Borrower without having to comply with the requirements above including, without limitation, the notice requirements.

Taxes and Other Charges. Subject to the terms and provisions of this Section 5.1.2 and to the extent required by Applicable Law, Borrower shall, or shall cause Mortgage Borrower to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver shall furnish, or shall cause Mortgage Borrower to furnish, to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.2 hereof and Lender has received receipts from Section 7.2 of the relevant taxing authorityMortgage Loan Agreement). Borrower shall not suffer and shall not permit Mortgage Borrower 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, other than the Lien of the Security Instrument or the Permitted Encumbrances, and shall promptly pay or cause Mortgage Borrower to promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expenseexpense may, or may contest cause Mortgage Borrower to contest, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredintentionally deleted; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is and/or Mortgage Borrower are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither the Collateral nor the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, or shall cause Mortgage Borrower to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish or cause Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement validity or applicability of such claimant Taxes or Other Charges is established or the Collateral or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument or the Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Borrower shall cause Mortgage Borrower to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s 's obligation to cause Mortgage Borrower to directly pay Taxes shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver of the Mortgage Loan Agreement and subject to Lender receipts for payment or other evidence satisfactory Mortgage Borrower's right to Lender that the contest such Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior pursuant to and in accordance with the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paidMortgage Loan Documents. Borrower shall cause Mortgage Borrower to 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 cause Mortgage Borrower 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 and Lender has received receipts from of the relevant taxing authorityMortgage Loan Agreement). Borrower shall not suffer and shall promptly cause Mortgage Borrower to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyProperty unless such services are billed directly to tenants by the utility provider. After prior written notice to Lender, Borrower may permit Mortgage Borrower, at Borrower’s its own expense, may to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) such proceeding shall not be permitted under and be conducted in accordance with prohibited by the provisions of any other instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (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 cause Mortgage Borrower to pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Mortgage Borrower shall furnish have furnished such security as may be is required in the proceeding, or as may be requested by Lender, Mortgage Loan Agreement to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paidpaid (provided, however, Borrower is not required to furnish such receipts for payment of Taxes or such other applicable evidence in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower or Operating Company, as applicable, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Operating Company, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither 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 ChargesCharges and related Lien, 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 and related Lien from the Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other ChargesCharges and related Lien, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower If a True Lease Schedule shall be made a part of this Lease, then, with respect to the Equipment set forth on such True Lease Schedule, Lessor has assumed the following tax benefits (the "Tax Benefits"): (i) that it will be entitled to cost recovery deductions under Section 1 68 of the Internal Revenue Code of 1986, as amended (the "Code"), using a 200% declining balance method of depreciation as set forth in Section 168(b) of the Code for the applicable recovery period for such Equipment under Section 168(c) of the Code as set forth in the True Lease Schedule with respect to the Equipment, and (ii) that Lessor will be taxed throughout the term of the Lease Schedule at Lessor's federal corporate income tax rate existing on the date of such Lease Schedule (the "Assumed Tax Rate"). If, for any reason whatsoever, there shall be a loss, disallowance, recapture or delay in claiming all or any portion of the Tax Benefits with respect to modification or improvement to or in respect of any of the Equipment made or paid for by Lessee, or if there shall be a change in the Assumed Tax Rate (any loss, disallowance, recapture, delay, inclusion or change being herein called a "Tax Loss"), then thirty (30) days after written notice to Lessee by Lessor that a Tax Loss has occurred, Lessee shall pay Lessor a lump sum amount which, after deduction of all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not taxes 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 and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and shall promptly cause to be paid by Lessor with respect to the receipt of such amount, will provide Lessor with an amount necessary to maintain Lessor's after-tax economic yield and discharged overall net after-tax cash flows at least the same level that would have been available if such Tax loss has not occurred, plus any Lien interest, penalties or charge whatsoever additions to tax which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) 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 all costs, interest and penalties which may be payable imposed in connection therewith; with such Tax Loss. A Tax Loss shall conclusively be deemed to have occurred if either (va) such proceeding a deficiency shall suspend have been proposed by the collection of such contested Taxes Internal Revenue Service or Other Charges from the Property; and (vi) Borrower shall furnish such security as may be required in the proceedingother taxing authority having jurisdiction, or as may be requested by Lender, (b) tax counsel for Lessor has rendered an opinion to insure Lessor that such Tax Loss has so occurred. The foregoing indemnity shall continue in full force and effect notwithstanding the payment expiration or termination of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established Lease or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger Lease Term of the Lien of the Mortgage being primed by any related LienSchedule Equipment and each item thereof.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as prior to the same become due and payabledate upon which any interest or late charges shall begin to accrue thereon; provided, however, Borrower’s Borrowers’ obligation to directly pay Taxes shall be suspended for so long as Borrower complies Borrowers comply with the terms and provisions of Section 7.2 hereof. Borrower Borrowers will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquent. Borrower Borrowers shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same upon which any interest or late charges shall become delinquent (begin to accrue thereon; provided, however, Borrower is Borrowers shall not be required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged (or provide reasonable security for) any Lien or charge whatsoever which may be or become a Lien or charge against any of the PropertyProperties, and shall promptly pay for all utility services provided to any of the PropertyProperties. After prior written notice to Lender, any Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncuredor, Subordinate Mortgage Loan Event of Default exists; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) neither the any Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Property; and (vif) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the any Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender or Lender’s designee receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten thirty (1030) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority). Borrower shall not suffer and Borrower shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become becomes a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other ChargesCharges or the existence of any Lien, provided that (i) no Default or Event of Default has occurred and remains uncured; exists, (ii) in the case of Taxes, if required under Legal Requirements, Borrower shall have paid the same before such amounts become delinquent even though Borrower is contesting the same, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any all Leases and other instrument documents or instruments to which Borrower is subject and shall not constitute a default thereunder thereunder, and such proceeding shall be conducted in accordance with all applicable statutesLegal Requirements, laws (iv) Borrower shall notify Lender in writing of any such contest and ordinancesshall diligently and in good faith contest such Taxes, Other Charges or Lien by appropriate legal proceedings which shall operate to prevent the enforcement or collection thereof and the sale of the Property or any part thereof, in satisfaction thereof; (iiiv) neither unless Borrower has otherwise bonded against such Taxes, Other Charges or Liens, Borrower shall have furnished to Lender a cash deposit, or an indemnity bond reasonably satisfactory to Lender with a surety reasonably satisfactory to Lender, in an amount equal to 125% of the Taxes, Other Charges or Lien claim, plus a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith, to assure payment of the matters under contest and to prevent any sale or forfeiture of the Property nor or any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostthereof; (ivvi) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes Taxes, Other Charges or Other ChargesLien, together with all costs, interest and penalties which may be payable in connection therewith; and (vvii) Borrower shall have obtained the written consent of Lender prior to undertaking such contest, which consent shall not be unreasonably withheld. In addition, if the Taxes, Other Charges or Lien are not paid in full when Borrower commences such contest, then such proceeding shall suspend the collection of such contested Taxes or Taxes, Other Charges or Lien 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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender or liquidate any other security and pay same over to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established established. Notwithstanding the foregoing, Borrower shall immediately upon request of Lender pay (and if Borrower shall fail so to do, Lender may, but shall not be required to, pay or cause to be discharged or bonded against) any such Taxes, Other Charges or Lien claim notwithstanding such contest, if in the good faith opinion of Lender, the Property (or any part thereof or interest therein) shall therein may be in danger of being sold, forfeited, foreclosed, terminated, cancelled canceled or lost or there lost. In addition, Borrower shall be pay to Lender upon demand, any danger of the Lien of the Mortgage being primed costs incurred by Lender in ensuring compliance by Borrower with this Section 5.4, including attorneys’ fees, monitoring and evaluating expenses and any related Lientax service fees.

Taxes and Other Charges. Except as otherwise provided in this Section 5.1.12, Borrower shall pay pay, or shall cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay Taxes shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 7.2 hereofof the Mortgage Loan Agreement. Except as otherwise provided in this Section 5.1.2, Borrower will shall, not later than five (5) Business Days after receipt of a written request from Lender, deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, Borrower is shall not be required to furnish such receipts for payment of Taxes in the event and Other Charges during any period that such Taxes and Other Charges have been paid by Mortgage Lender pursuant to Section 7.2 hereof and Lender has received receipts from of the relevant taxing authorityMortgage Loan Agreement). Borrower shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause to be paid and discharged Mortgage Borrower to promptly pay and discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for for, or cause to be paid, all utility services provided to the Property. After prior written notice to Lender, Borrower, at its or Mortgage Borrower’s own expense, may contest or cause Mortgage Borrower to contest, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is and Mortgage Borrower are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Pledged Collateral nor the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, or shall cause Mortgage Borrower to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall, or shall cause Mortgage Borrower to, furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property or the Pledged Collateral (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related LienLien and (vii) Borrower shall deliver written notice of such contest to Lender.

Taxes and Other Charges. Subject to Section 7.2 hereof, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts 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, 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 and Lender has received receipts from the relevant taxing authority)delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services (including, without limitation, impact and tap fees) provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (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 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 as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as prior to the same become due imposition of any interest, charges or expenses for the non-payment thereof and payable; provided, however, Borrower’s obligation to directly shall pay Taxes shall be suspended for so long as Borrower complies with all Other Charges on or before the terms and provisions of Section 7.2 hereofdate they are due. 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 within ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the after payment of the Taxes and the Other Charges prior to the date the same shall become delinquent 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 Lender pursuant to Section 7.2 hereof hereof). Upon request, Borrower shall deliver to Lender evidence satisfactory to Lender that the Other Charges have been so paid and Lender has received receipts from the relevant taxing authority)are not delinquent. Borrower shall not suffer and shall promptly cause to be paid and paid, discharged or removed (or shall contest as otherwise provided in the Mortgage) any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty other than a Permitted Encumbrance, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s 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 ChargesTaxes, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall be permitted not constitute a default 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; (iiid) during the period of such contest, neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ive) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other ChargesTaxes, together with all costs, interest and penalties which may be payable in connection therewith; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vig) Borrower shall furnish such security as may be required in the proceeding, or establish adequate cash reserves as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other ChargesTaxes, together with all interest and penalties thereon. Upon final determination, if not previously and completely satisfied by Borrower, Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at thereto. Notwithstanding anything to the contrary contained in this Section 5.1.2, Borrower shall not be required to provide prior written notice to Lender of any time when, in contest of Taxes if Borrower satisfies all of the judgment condition contained above other than subclause (g) and has complied with all requirements of Lender, the entitlement appropriate Governmental Authority with respect to the payment of such claimant is established or Taxes and the Property (or part thereof or interest therein) shall be in danger posting of being soldsecurity thereof, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienif any.

Taxes and Other Charges. Pledgor shall pay, or shall cause Mortgage Borrower shall pay to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided. Pledgor shall furnish, howeveror cause to be furnished, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower that Pledgor is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.2 hereof and of the Mortgage Loan Agreement or Mezzanine A Lender has received receipts from pursuant to a similar arrangement as set forth in the relevant taxing authorityMezzanine A Loan Documents). Borrower Pledgor shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to be paid promptly pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerPledgor, at Borrower’s its own expense, may may, or cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Pledgor and Mortgage Borrower is are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither none of the Collateral, the Mezzanine A Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Pledgor shall, or shall cause Mortgage Borrower shall to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower Pledgor shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property or any asset of Pledgor (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Security Instrument or the Mortgage Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Individual Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower is required to make deposits of Tax Funds and in such case complies with the terms and provisions of Section 7.2 6.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender with Tax Funds on deposit with Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)6.2 hereof. Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyIndividual Properties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (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 applicable Individual Property; and (vi) to the extent required by law, Borrower shall furnish have paid under protest or deposited with the appropriate taxing authority any such security as may be required by applicable law (which must be in the proceeding, or as may be requested by Lender, an amount equal to at least 100% of Taxes plus interest thereon for an additional period of three (3) years) to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, provided, that, if the applicable taxing authority does not require Borrower to deliver cash as security while Taxes or Other Charges are being contested by Borrower, Borrower shall deposit cash with Lender or, in lieu of a cash deposit, a Letter of Credit, in the amount required above as security for the payment of such Taxes or Other Charges, as the case may be. Lender may pay over any such cash deposit cash, Letter of Credit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Subject to the provisions of this Section 5.1.2, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against it or any of the Property Properties or any part thereof as prior to the same become due and payablebecoming delinquent; provided, however, BorrowerBxxxxxxx’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 ten two (102) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been are required to be paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from sufficient funds are in the relevant taxing authorityTax and Insurance Escrow Fund to make such payment). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, Charges or any Lien filed against the Property; provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other ChargesCharges or the amount of such Lien, together with all costs, interest and penalties which may be payable in connection therewith; (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 Individual Property; and (vi) if Borrower or Lender have not paid such Taxes or Other Charges or the amount of such Lien under protest, Borrower shall furnish such security as may be required in the proceeding, or or, if none, as may be requested by LenderLxxxxx, to insure ensure the payment of any such Taxes or Other ChargesCharges or the amount of such Lien, together with all interest and penalties thereonthereon (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender may pay over any such cash deposit or part thereof held by Lender Lxxxxx to the claimant entitled thereto at any time when, in the reasonable judgment of LenderLxxxxx, the entitlement of such claimant is established and Borrower has not timely paid the same or the any Individual Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the any Mortgage being primed by any related Lien. Notwithstanding anything to the contrary set forth herein, to the extent any such Taxes and Other Charges are actually paid directly by Tenant prior to delinquency, the obligations of Borrower hereunder to pay the same shall be deemed satisfied.

Taxes and Other Charges. Each Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the its Property or any part thereof as the same become due and payablepayable or, as to any Lease that obligates the Tenant to pay such Taxes and Other Charges against the Property directly, promptly after Borrower has Knowledge of such delinquency; provided, however, with respect to Taxes and Other Charges that are due more than sixty (60) days after the Closing Date, Borrower’s obligation to directly pay Taxes shall be suspended during a Cash Management Sweep Period for so long as Borrower complies with the terms and provisions of Section 7.2 6.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Upon Lender’s request, Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 6.2 hereof or where the terms of the Lease requires that the Tenant pay Taxes directly and Lender has received receipts from the relevant taxing authority)such Tenant is not obligated to deliver evidence of such payment to Borrower. No Borrower shall not suffer permit or suffer, and each Borrower shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien lien or charge against any of the PropertyCollective Properties, and shall promptly pay for all utility services provided to the Propertyother than Permitted Encumbrances. After prior written notice to Lender, a Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) 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; (iiic) neither the applicable Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivd) the applicable Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the affected Property; and (vif) Borrower shall either (i) furnish such security as may be required in the proceeding, or (ii) deposit with Lender cash, or other security as may be requested reasonably required by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established established. To the extent a Tenant is contesting Taxes or Other Charges in accordance with the Property (terms of its Lease, Lender shall not separately require that the Borrower satisfy such requirements so long as it is enforcing its rights under the applicable Lease to cause Tenant to diligently take any contest to completion and promptly pay any amounts that are due by Tenant after giving effect to the resolution of such proceeding. The foregoing shall also not be deemed to limit or part thereof or interest therein) shall otherwise prohibit a Tenant from otherwise exercising any separate rights of contest which may be in danger granted to it pursuant to the terms of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienits Lease.

Taxes and Other Charges. Borrower shall pay, or shall cause its Tenant(s) to pay (to the extent any Tenant is obligated to make such payments under its Lease) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Property, or any part thereof as the same become due and payablethereof, prior to delinquency; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of 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 ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property, provided cash flow from the Property is made available to Borrower to do so, as and to the extent expressly required pursuant to the terms of this Agreement. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty (except that if such Taxes or Other Charges must be paid sooner in order to avoid being delinquent, then Borrower shall cause the same to be paid prior to delinquency, and upon making such payment prior to delinquency Borrower may continue such contest); and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Collateral Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquency thereof. Upon Administrative Agent’s request, each Borrower shall furnish to Lender receipts Administrative Agent receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)delinquent. Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyCollateral Properties, and shall promptly pay for all utility services provided to the PropertyCollateral Properties. After prior written notice to Lender, BorrowerBorrowers, at Borrower’s their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument Contractual Obligation to which a Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLaws; (iii) neither the no Collateral Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which that may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Collateral Properties; and (vi) each Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, proceeding to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender Administrative Agent may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto Administrative Agent at any time when, in the reasonable judgment of LenderAdministrative Agent, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Collateral Property (or part thereof 66 or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall shall, during the continuance of a Trigger Period, be suspended for so long as 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 ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. 6.2 hereof Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)6.2 hereof. Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or become a Lien lien or charge against the Property, and shall promptly pay for all utility services provided Property (but subject to the Propertyforegoing provisions of this Section 4.1.2). After prior written notice to LenderLender (unless subclause (v)(y) of this Section 4.1.2 is applicable), Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lostlost during the pendency of such contest; (iv) unless subclause (v)(y) of this Section 4.1.2 is applicable, Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) either (x) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty or (y) Borrower shall have paid or discharged by bond or otherwise all of the Taxes or Other Charges under protest; and (vi) unless subclause (v)(y) of this Section 4.1.2 is applicable, Borrower shall furnish have furnished such security (if any) as may be required in the proceeding, or as may be reasonably requested by Lender, Lender to insure the payment of any such contested Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall, or shall cause the applicable tenant under a Qualified Lease, if so required, to, pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Individual Properties or any part thereof as the same become due and payable; provided, however, Borrower’s 's obligation to directly pay pay, or cause the applicable tenant to directly pay, Taxes with respect to an Individual Property shall be suspended for so long as such Taxes are paid from the Tax and Insurance Escrow Fund and Borrower complies with the terms and provisions of Section 7.2 9.30 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority9.30 hereof). Borrower shall not suffer and shall promptly cause to be paid by the tenant under a Qualified Lease for such property and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyIndividual Properties, and shall promptly pay pay, or cause the applicable tenant under a Qualified Lease to pay, for all utility services provided to the PropertyIndividual Properties. After prior written notice to Lender, BorrowerBorrower or the applicable tenant under a Qualified Lease, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such contest is permitted under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiiiv) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower or the applicable tenant under a Qualified Lease 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; (vvi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vivii) Borrower shall furnish furnish, or shall cause the applicable tenant under a Qualified Lease to furnish, such security as may be required in the proceeding, or as may be requested by LenderLender but subject to the terms of any Qualified Lease applicable thereto, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiid) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ive) 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; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vig) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Each Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the its Property or any part thereof as the same become due and payable; provided, however, each Borrower’s 's obligation to directly pay Taxes shall be suspended for so long as such Borrower complies with the terms and provisions of Section 7.2 hereof. Each Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten five (105) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Each 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, each 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 and Lender has received receipts from the relevant taxing authority)hereof. Neither Borrower shall not suffer and each Borrower shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, as applicable, and shall promptly pay for all utility services provided to the its Property. After prior written notice to Lender, each Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes Taxes, Other Charges or Other ChargesLien, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such 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 be permitted under and be conducted in accordance with the provisions of any other instrument to which such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiid) neither the Property Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ive) 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; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the such Property; and (vig) such Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the such Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay directly Taxes nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3 hereof). No Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has shall have occurred and remains uncuredbe continuing; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower or Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iiic) neither the Property Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperties; and (vif) except to the extent funds allocable to such Taxes and Other Charges are already deposited with Lender pursuant to Section 6.3 of this Agreement and provided such deposits are not designated for future payment of Taxes and Other Charges, Borrower shall furnish such deposit with Lender cash or other security as may be required in the proceeding, or as may otherwise be reasonably requested by Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Subject to Borrower’s contest rights as set forth in this Section 4.6, Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be same shall become delinquent if not paid. Borrower and shall promptly furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against Notwithstanding the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lenderforegoing, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) 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) neither the Property nor any part thereof or interest therein will be in reasonable danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly shall, as required upon final determination thereof thereof, pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) in the case of Taxes or Other Charges above the Contest Threshold, Borrower shall furnish such deposit with Lender cash, cash equivalents, a Letter of Credit, a guaranty from a Qualified Guarantor or other security as may be required in the proceeding, or as may be requested reasonably approved by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount (together with all interest and penalties thereon) over the Contest Threshold, to insure the payment of any such Taxes or Other ChargesCharges during such contest, together with all interest (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil liability (other than fines which Borrower promptly pays in full) or criminal liability, (viii) such contest shall not materially adversely affect the ownership, use or occupancy of the Property, and penalties thereon(ix) Borrower shall keep Lender informed of the status of such proceedings at reasonable intervals and, if requested by Lender, confirm to Lender the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.6. After five (5) Business Days’ notice to Borrower, Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is finally established by the Governmental Authority authorized to make such determination or the Property (or any part thereof or interest therein) shall be in immediate danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any immediate danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, 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 and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged (by bonding, payment or otherwise) any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties (other than Permitted Encumbrances), and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage, deed to secure debt or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiiiv) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivv) 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; (vvi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from Borrower and from the applicable Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, proceeding or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon; provided, however, that Borrower shall be required to furnish such security to Lender (or to deposit additional reserves with Lender) only to the extent of costs, interest and penalties which may be payable in connection with or pursuant to such proceeding, after giving credit to any security deposited in such proceeding by Borrower, are in excess of funds to pay such contested Taxes or Other Charges theretofore deposited with or collected by Lender in the Tax and Insurance Escrow Fund. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay or cause to be paid Taxes shall be suspended for so long as 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 ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iiic) neither the no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall promptly upon final receipt of a final, non-appealable determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, howeverand, Borrower’s obligation to directly pay Taxes shall be suspended for so long as 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 ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower 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 is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3). Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled 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 deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Xxxxxx, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender Xxxxxx to the claimant entitled thereto at any time when, in the judgment of LenderXxxxxx, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as 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 ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any deed to secure debt, mortgage or deed of trust superior in lien to the Security Instrument; (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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiid) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ive) 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; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vig) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Each Borrower shall (or shall cause the applicable Owner to) pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender Lender, upon Lender’s request, 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 they would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, that a Borrower is need not required pay (or cause the applicable Owner to pay) such Taxes nor furnish (nor cause Owner to furnish) such receipts for payment of Taxes in the event that such Taxes have been paid by Senior Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authoritySenior Loan Documents). Each Borrower shall promptly pay (or cause the applicable Owner to pay) for all franchise fees, income taxes and other impositions and taxes imposed by Governmental Authorities on Owner or Borrower. Each 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 (except for Permitted Encumbrances) against the Property, and shall promptly pay (or cause the applicable Owner to pay) for all utility services provided to the Property. After prior written notice to Lender, Borrowereach Borrower may cause the applicable Owner, at Borrower’s own Owner's expense, may without paying such Taxes or Other Charges, to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or Owner is subject subject, including the Senior Loan Documents, and shall not constitute a default thereunder and such proceeding shall be conducted thereunder, (iv) no part of or interest 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, cancelled 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 Borrower or Owner shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (provided, however, that no such security will be required if Owner has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents), and (vi) Borrower shall promptly upon final determination thereof pay (or cause Owner to pay) the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3). Borrower shall timely file all federal, state, commonwealth, district and local and other tax returns required to be filed and timely pay all federal, state, commonwealth, district and local and other Taxes, assessments fees and other governmental charges levied or imposed upon Borrower or its properties, income or assets or that are otherwise due and payable by Borrower. Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled 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 deposit with Lender cash in an amount equal to one hundred twenty-five percent (125%) of the proceeding, or as may be requested by Lendercontested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes on or before the last date prior to which any interest, late fees or penalties would begin to accrue thereon (the “Delinquency Date”) and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent Delinquency Date (provided, however, that Borrower is need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority3.3). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the PropertyProperty required to be paid by Borrower. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) 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 and such proceeding shall be conducted thereunder, (iv) no part of or interest 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, cancelled canceled or lost; , (ivv) 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 have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (vi) Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall (or shall cause Senior Borrower to) pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes and shall be suspended for so long as (or shall cause Senior 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 ten (10to) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required pay (or cause Senior Borrower to pay) Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from 6.3 of the relevant taxing authorityMortgage Loan Agreement). Borrower shall not permit or suffer (and shall not permit Senior Borrower to permit or suffer), and shall (or shall cause Senior Borrower to) promptly cause to be paid and discharged discharge , any Lien or charge whatsoever which may be or become a Lien or charge against the Propertyany Senior Collateral with respect to Taxes and Other Charges, and shall (or shall cause Senior Borrower to) promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest (or cause Senior Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property Senior Collateral, the Collateral nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall (or shall cause Senior Borrower to) promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish such deposit with Lender (or shall cause Senior Borrower to deliver to Senior Lender) cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred 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 civil or criminal liability; (viii) such contest shall not affect the ownership, use or occupancy of the Property; and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property Senior Collateral (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Pledgor shall pay, or shall cause Mortgage Borrower shall pay to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided. Pledgor shall furnish, howeveror cause to be furnished, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment receipts, or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower that Pledgor is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.2 hereof and of the Mortgage Loan Agreement, Mezzanine A Lender has received receipts from pursuant to a similar arrangement as set forth in the relevant taxing authorityMezzanine A Loan Documents, Mezzanine B Lender pursuant to a similar arrangement as set forth in the Mezzanine B Loan Documents or Mezzanine C Lender pursuant to a similar arrangement as set forth in the Mezzanine C Loan Documents). Borrower Pledgor shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to be paid promptly pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, BorrowerPledgor, at Borrower’s its own expense, may may, or cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Pledgor and Mortgage Borrower is are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither none of the Collateral, the Mezzanine A Collateral, the Mezzanine B Collateral, the Mezzanine C Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Pledgor shall, or shall cause Mortgage Borrower shall to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower Pledgor shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property or any asset of Pledgor (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Security Instrument or the Mortgage Pledge Agreement being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is need not required to pay directly Taxes nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3 hereof). Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Properties is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iiic) neither the Property Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperties or such Taxes or Other Charges shall have been paid; and (vif) if such Taxes or Other Charges have not been paid, Borrower shall furnish such deposit with Lender, or the applicable Governmental Authority, if required by Legal Requirements, cash or other security as may be required in the proceeding, or as may otherwise be requested by 18 Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereonthereon taking into account the amount held in the Tax Account. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or levied, assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower delinquency without payment of any penalties, 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 is need not required to pay Taxes directly nor furnish such receipts for payment of Taxes in to the event extent that funds to pay for such Taxes have been paid by Lender deposited into the Tax Account pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority6.3). Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) 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) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled 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 deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts 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 and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesApplicable Laws; (iii) neither the no Individual 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 all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; 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 such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage any Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay, or shall cause its Tenant(s) to pay (to the extent any Tenant is obligated to make such payments under its Lease), all Property Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Property, or any part thereof thereof, as the same become due and payablepayable (and with respect to Property Taxes, prior to the date the same become delinquent); provided, however, Borrower’s obligation to directly pay Property Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 7.1 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Property Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Property Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (; provided, however, Borrower is not required to furnish such receipts for payment of Property Taxes in the event that such Property Taxes have been paid by Lender pursuant to Section 7.2 hereof 7.1 hereof. Subject to the terms of this Section 5.1.2 and Lender has received receipts from the relevant taxing authority). Section 5.2.2, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever whatsoever, which may be or become a Lien or charge against the PropertyProperty or any portion thereof (other than Permitted Encumbrances), and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Property Taxes or Other Charges, ; provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall promptly upon final determination thereof pay the amount of any such Property Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) such proceeding shall suspend the collection of such contested Property Taxes or Other Charges from the PropertyProperty (except that if such Property Taxes or Other Charges must be paid sooner in order to avoid being delinquent, then Borrower shall cause the same to be paid prior to delinquency, and upon making such payment prior to delinquency Borrower may continue such contest); and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Property Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay or shall cause Operator Tenants to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property Properties or any part thereof as the same become due and payableprior to delinquency; provided, however, Borrower’s obligation to directly pay Taxes and Other Charges shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts or other reasonable evidence for the payment of the Taxes and the Other Charges prior to the date within five (5) days of Lender’s written request after the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes and Other Charges in the event that such Taxes and Other Charges have been paid by Lender pursuant to Section 7.2 hereof hereof, or in the event that such Taxes and Lender has received receipts from the relevant taxing authority)Other Charges are being contested pursuant to this Section. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncuredintentionally omitted; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding proceedings shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) neither the no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost by reason thereof; (ivd) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be are payable in connection therewith; (ve) if such Taxes have not been paid, such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vif) Borrower shall furnish such security as may be is required in the proceeding, or as may be is reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, if found to be valid, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days on or prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for evidence of the timely payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for evidence of payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)hereof. Borrower shall not suffer to exist and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (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 and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiid) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ive) 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; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty (except that if such Taxes or Other Charges must be paid sooner in order to avoid being delinquent, then Borrower shall cause the same to be paid prior to delinquency, and upon making such payment prior to delinquency Borrower may continue such contest); and (vig) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay all Taxes and material Other Charges now or hereafter levied or assessed or imposed against the Property Collateral Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paiddelinquency thereof. Upon Administrative Agent’s request, each Borrower shall furnish to Lender receipts Administrative Agent receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority)delinquent. Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyCollateral Properties, and shall promptly pay for all utility services provided to the PropertyCollateral Properties. After prior written notice to Lender, BorrowerBorrowers, at Borrower’s their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncureduncured or would result from such contest; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument Contractual Obligation to which a Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLaws; (iii) neither the no Collateral Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Propertyapplicable Collateral Properties; and (vi) each Borrower shall furnish to Administrative Agent for the benefit of the Lenders, such security as may be required in the proceeding, proceeding or as may be requested by Lendernecessary or advisable, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender Administrative Agent may pay over any apply such cash deposit security or part thereof held by Lender to the claimant entitled thereto Administrative Agent at any time when, in the judgment of LenderAdministrative Agent, the entitlement validity or applicability of such claimant is Taxes or Other Charges are established or the any Collateral Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien of the any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrower Borrowers shall pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to before (or, in the date on which the case of any such Taxes and/or and Other Charges that are required to be paid directly by any tenant pursuant to its lease but which tenant is not required provide evidence of such payment within such period, within five (5) days after the date) they would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent paid (provided, however, Borrower is that Borrowers need not required to pay such Taxes nor furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authority3.3 hereof). Borrower Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the any Property, and shall promptly pay for all utility services provided to the any Property. After prior written notice to Lender, BorrowerBorrowers, at Borrower’s their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; is continuing, (ii) 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 and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iiiiv) neither the Property nor any no part thereof of or interest therein in any Property will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (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 Borrowers shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested, and (vi) Borrowers shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may pay over any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lienestablished.

Taxes and Other Charges. Subject to Section 7.2 hereof, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will shall, not later than ten (10) Business Days after receipt of a written request from Lender, deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the all Taxes and Other Charges that are due and payable at such time have been so duly paid or are not then delinquent no later than ten (10) days by Borrower prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent delinquency (provided, however, that Lender shall have no right to deliver such written request to Borrower is not required to furnish such receipts for payment of Taxes in the event during any period that such Taxes have been and Other Charges are being paid by Lender pursuant to Section 7.2 hereof and Lender has received receipts from the relevant taxing authorityhereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyProperty (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider). After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) 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; (iiic) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivd) 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; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vif) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.