Common use of Taxes and Other Charges Clause in Contracts

Taxes and Other Charges. Borrowers shall pay all Taxes and Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall (or shall cause Owner to) pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay (or cause Owner to pay) such Taxes nor furnish (nor cause Owner to furnish) such receipts for payment of Taxes paid by Senior Lender pursuant to Section 3.3the Senior Loan Documents). Borrowers Borrower shall promptly pay (or cause Owner to pay) for all franchise fees, income taxes and other impositions and taxes imposed by Governmental Authorities on Owner, Borrower and Sole Member. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay (or cause Owner to pay) for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower may cause Owner, at their own Owner’s expense, may without paying such Taxes or Other Charges, to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower or Owner is subject subject, including the Senior Loan Documents, and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower or Owner shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, proceeding to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Subject to Section 7.2 hereof, Borrower shall pay all Taxes and Other Charges prior to delinquencynow or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable. Borrower shall, and not later than ten (10) Business Days after receipt of a written request from Lender, deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the all Taxes and Other Charges that are due and payable at such time have been so duly paid by Borrower prior to delinquency (provided, however, that Borrowers need not pay Lender shall have no right to deliver such written request to Borrower during any period that such Taxes nor furnish such receipts for payment of Taxes and Other Charges are being paid by Lender pursuant to Section 3.37.2 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider). After prior written notice to Lender, BorrowersBorrower, at their Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunderthereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) no Individual Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (d) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) Borrowers such proceeding shall have furnished suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedestablished or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the related Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencynow or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender Agent receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency the date the same shall become delinquent (provided, however, that Borrowers Borrower need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.36.3). Borrowers Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Propertyany Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the such Property. After prior notice to LenderAgent, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject all applicable statutes, laws and shall not constitute a default thereunder, ordinances; (iviii) no Property or any part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished such suspend the collection of the contested Taxes or Other Charges from the applicable Property; (vi) Borrower shall 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, which provided that no such cash or other security shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained required in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers shall promptly upon final determination thereof pay the amount of such Taxes or Other ChargesCharges if Agent reasonably determines that there are sufficient funds in the Tax Account for payment of such Taxes or Other Charges and any interest or penalties that may accrue thereon, together with all costs(vii) failure to pay such Taxes or Other Charges will not subject Agent or any Lenders to any civil or criminal liability, interest (viii) such contest shall not affect the ownership, use or occupancy of the applicable Property, and penalties(ix) Borrower shall, upon reasonable request by Agent, give Agent prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), Agent may pay over any such cash or other security or part thereof held by Lender Agent to the claimant entitled thereto at any time when, in the judgment of LenderAgent, the entitlement of such claimant is establishedestablished or the applicable Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage secured by such Property being primed by any related Lien.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquency, now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and deliver payable. Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)the date the same shall become delinquent. Borrowers Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall deposit with Lender cash, or other security as may be required approved by Lender, in the proceeding, or an amount as may be requested reasonably required by LenderLender not to exceed 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, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the good faith judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay all pay, or cause to be paid all, Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become prior to delinquency. If paid by Borrower, and deliver Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and or Other Charges prior to the date the same shall become delinquent unless funds to pay for such Taxes have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender deposited into the Tax Account pursuant to Section 3.36.3 hereof). Borrowers Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Property, and shall promptly pay pay, or cause Master Tenant to pay, for all utility services provided to the Property. After , provided that in addition to any rights granted to Master Tenant under the Master Tenant Lease, after prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower or the Property is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (ivc) no neither the Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (d) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) Borrowers such proceeding shall have furnished such suspend the collection of Taxes or Other Charges from the Property; and (f) Borrower shall deposit with Lender cash or other security as may be required in the proceeding, or as may otherwise be requested by Lender, to insure ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencynow or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)the date the same shall become delinquent. Borrowers Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished such suspend the collection of Taxes or Other Charges from the Property; (vi) Borrower shall 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, 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 vii) failure to pay such Taxes so contested)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 (viix) Borrowers shall promptly Borrower shall, upon final determination thereof pay request by Lender, give Lender prompt notice of the amount status of such Taxes or Other Charges, together with all costs, interest and penaltiesproceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedestablished or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated cancelled or lost or there shall be any danger of the Lien of the Deed of Trust being primed by any related Lien.

Taxes and Other Charges. Borrowers shall Lessee agrees to comply with all laws, regulations and governmental orders related to the Lease and to the manufacture, purchase, ownership, maintenance, modification, delivery, installation, possession, condition, use, acceptance, rejection, operation or return of the Equipment and to pay all Taxes and Other Charges prior to delinquencywhen due, and deliver to Lender receipts for payment defend and indemnify and hold Lessor harmless from and against any and all claims, losses, damages, penalties, actions, suits and liabilities resulting from license fees, assessments, and sales, use, property, excise, privilege and other taxes (including any related interest or penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon any Equipment, or with respect to the manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder (other than taxes on or measured solely by the net income of Lessor). In no event shall Lessor have any obligation to advise, submit bills or any advice or Page 6 Initial JP / KR ------- material to Lessee with respect to any tax on or relating to the Equipment or its manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition thereof or the rentals hereunder. If local law does not permit direct payment by Lessee of any of the foregoing and/or if Lessor is required to file a report or return, Lessee will timely advise Lessor as to its inability under local law to make direct payment and the amount thereof and/or furnish Lessor with such forms, data and information as will enable it to make and file such report or return. Lessee shall promptly furnish to Lessor written evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for of Lessee's payment of Taxes the foregoing when due, or, at Lessor's request, remit such payments to Lessor. If any of the foregoing shall be paid by Lender pursuant to Section 3.3). Borrowers Lessor, Lessee shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers shall reimburse Lessor therefor promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establisheddemand as additional rent hereunder.

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

Taxes and Other Charges. Borrowers (a) Borrower shall pay all Taxes and Other Charges prior now or hereafter levied or assessed or imposed against the Property or any part thereof before the same become delinquent; provided, however, Borrower’s obligation to delinquency, directly pay Taxes shall be suspended for so long as Borrower complies with the terms and deliver provisions of Section 9.6 hereof. Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid at least five (5) days prior to delinquency the date the same shall become delinquent (provided, however, that Borrowers need Borrower is not pay such Taxes nor required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 3.39.6 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyProperty which is not a Permitted Encumbrance, and shall promptly pay in the ordinary course of its business for all utility services provided to the Property. After prior notice If Borrower shall fail to Lenderpay any Taxes or Other Charges in accordance with this Section 5.4 and is not contesting or causing a contesting of such Taxes or Other Charges in accordance with Section 5.4(b) below, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated or if there are insufficient funds in the Tax and conducted in good faith and with due diligence, the amount or validity or application of Insurance Reserve Account to pay any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuingLender shall have the right, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and but shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lenderobligated, to insure the payment of any pay such Taxes or Other Charges, together and Borrower shall repay to Lender, on written demand, within ten (10) days, any amount paid by Lender, with all interest and penalties thereon, which shall not be less than 125% thereon at the Default Rate from the date of the Taxes and Other Charges being contested (less amounts then being retained in advance thereof to the Taxes and Insurance Subaccount to pay such Taxes so contested)date of repayment, and (vi) Borrowers such amount shall promptly upon final determination thereof pay constitute a portion of the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may, with Debt secured by the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedMortgage.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than ten (10) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other ChargesCharges (or Borrower otherwise pays the same, including with funds from the Tax and Insurance Subaccount), (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less more than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes Tax and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers shall pay all Taxes and Other Charges prior to delinquencynow or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency the date the same shall become delinquent (provided, however, that Borrowers need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.36.3). Borrowers shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Propertyany Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the such Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject all applicable statutes, laws and shall not constitute a default thereunder, ordinances; (iviii) no Property or any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the applicable Property; (vi) Borrowers shall have furnished 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, 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 vii) failure to pay such Taxes so contested)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 applicable Property, and (viix) Borrowers shall promptly shall, upon final determination thereof pay request by Lender, give Lender prompt notice of the amount status of such Taxes or Other Charges, together with all costs, interest and penaltiesproceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedestablished or the applicable Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage secured by such Property being primed by any related Lien.

Taxes and Other Charges. Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof prior to delinquencythe date upon which any interest or late charges shall begin to accrue thereon, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided subject to the Propertyterms and provisions of Section 7.2 of the First Mortgage Loan Agreement. After prior notice to Lender, Borrowersany Borrower, at their 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 Event of Default, First Mortgage Event of Default, First Mezzanine Event of Default, or Second Mezzanine Event of Default has occurred and is continuing, exists; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any such Borrower is subject and shall not constitute a default thereunderthereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ivc) no neither any Property nor any part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost; (d) 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) Borrowers such proceeding shall have furnished suspend the collection of such contested Taxes or Other Charges from the applicable Property; and (f) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is establishedestablished or any Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and the Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with C due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances, (iii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiiiv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (ivv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (vvi) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested contested, (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vivii) Borrowers Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties, (viii) such contest shall not affect the ownership, use or occupancy of the Property, and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 5.2. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedestablished or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrowers Company shall pay all Taxes and Other Charges prior now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable. Company shall furnish to delinquencyPreferred Member receipts, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)the date the same shall become delinquent. Borrowers Company shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to LenderPreferred Member, BorrowersCompany, at their 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 Change of Control Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower Company is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iviii) no neither the Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Company shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Company shall furnish such security as may be required in the proceeding, or as may be requested by LenderPreferred Member, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any Preferred Member may apply such security or part thereof held by Lender to the claimant entitled thereto Preferred Member at any time when, in the judgment of LenderPreferred Member, the entitlement validity or applicability of such claimant is establishedTaxes or Other Charges are established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Security Instrument being primed by any related Lien.

Taxes and Other Charges. Borrowers (a) Subject to Bank making available sufficient funds from the amounts deposited with Bank for the payment of Taxes in accordance with the terms of the Loan Documents, each Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges prior now or hereafter levied or assessed or imposed against its Project or any part thereof as the same become due and payable. Each Borrower shall furnish to delinquency, and deliver to Lender Bank receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency (providedthe date the same shall become delinquent. Except as otherwise expressly permitted under this Agreement or any other Loan Document, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)no Borrower shall suffer any Lien or charge whatsoever which may be or become a Lien or charge against the Project. Borrowers shall not suffer and Except as otherwise expressly permitted under this Agreement or any other Loan Document Each Borrower shall promptly cause to be paid pay and discharged discharge or bond any Lien or charge against the Property, its Project and shall promptly pay for all utility services provided to its Project. Notwithstanding the Property. After foregoing to the contrary, after prior notice to LenderBank, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Chargesthe assessed value of the Project, provided that (i) no Event of Default has occurred and is then continuing, ; (ii) such proceeding shall suspend neither the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of applicable Project nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), ; and (viiii) Borrowers Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other ChargesTaxes, together with all costs, interest and penalties. Lender may, with the prior approval of Borrowers (not to penalties which may be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, payable in the judgment of Lender, the entitlement of such claimant is establishedconnection therewith.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable, subject to delinquency, and deliver Section 6.2 hereof. Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency (the date the same shall become delinquent; provided, however, that Borrowers need Borrower is not pay such Taxes nor required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 3.3)6.2 hereof. Borrowers Borrower shall not permit or suffer and, subject to Sections 4.1.1 and 4.2.1 hereof, shall promptly cause to be paid and discharged discharge any Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (ia) no Default (other than a Default that is the subject matter being contested) or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiib) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither the provisions of Property nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (d) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) Borrowers such proceeding shall have furnished suspend the collection of such contested Taxes or Other Charges from the Property; (f) Borrower shall furnish such security as may be required by the proceeding in the proceedingorder to suspend Borrower’s obligations to pay such Taxes or Other Charges or, if no such requirement is specified, deposit with Lender cash, or other security as may be 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, 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 (vig) Borrowers shall promptly upon final determination thereof pay the amount such contest by Borrower is not in violation of such Taxes Leases or Other Charges, together with all costs, interest and penaltiesOperating Agreements. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than 30 days before they would be delinquent if not paid (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the any Property, and shall promptly pay for all utility services provided to the any Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the any Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than ten (10) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

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

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

Taxes and Other Charges. Borrowers (a) Borrower shall pay all Taxes and Other Charges prior 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 delinquency, directly pay Taxes shall be suspended for so long as Borrower complies with the terms and deliver provisions of Section 3.1 hereof subject to Borrower’s right in Section 3.1 to pay such Taxes and Other Charges and provide Lender with evidence thereof. Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid not later than ten (10) days prior to delinquency (the date the same would otherwise become delinquent; provided, however, that Borrowers need if Borrower has not pay such Taxes nor furnish furnished such receipts for payment of Taxes prior to such date and Borrower is in compliance with Section 3.1 such Taxes shall be paid by Lender pursuant to in accordance with Section 3.3)3.1 hereof. Borrowers Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Propertyexcept Permitted Encumbrances. After prior written notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; and (v) Borrowers (A) Borrower shall have furnished first pay such contested amount to the applicable taxing body or other governmental authority or (B) such proceeding shall suspend the collection of Taxes or Other Charges from the Property, and Borrower shall deposit with Lender cash, or other security as may be required in the proceeding, or as may be requested reasonably 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, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement Property or any part thereof or interest therein will be in danger of such claimant is establishedbeing sold, forfeited, terminated, canceled or lost as a result of any non-payment.

Taxes and Other Charges. Borrowers shall Section 11.1 Lessee shall, without notice or demand, as additional rent, pay and discharge, on or before the last day on which the same may be paid without penalty, all Taxes taxes, assessments, assessments levied by reason of restrictive covenants affecting the Demised Premises, rates and Other Charges prior to delinquencycharges, sanitary assessments, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes governmental impositions and Other Charges have been so paid prior to delinquency (providedcharges of every kind and nature whatsoever, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the Propertyextraordinary as well as ordinary, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated each and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, every installment thereof together with all interest and penalties thereon, which shall not or may during the Demised Term be less than 125% levied, assessed or imposed on or become a lien upon or become due or payable out of or for or by reason of the Taxes and Other Charges being contested (less amounts then being retained use or occupancy of the Demised Premises or any part thereof, the Lessee's or the Lessor's interest in the Taxes Demised Premises and Insurance Subaccount the improvements located thereon, or any buildings, appurtenances, or equipment now or hereafter erected or placed thereon or therein or any part thereof, or the sidewalks or streets in front of or adjoining the Demised Premises. All taxes levied, assessed or imposed in lieu of or in addition to pay such Taxes so contested), and (vi) Borrowers the foregoing shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, be paid by Lessee together with all costs, interest and penaltiespenalties thereon, under or by virtue of all present or future laws, ordinances, requirements, orders, directions, rules or regulations of the federal, state, county and city or local governments and of all other governmental authorities whatsoever. Lender mayLessee shall pay all taxes and assessments which shall prior to or during the Demised Term or any renewal term be levied, assessed or imposed on or become a lien upon the personal property of Lessee located upon the Demised Premises. Lessee shall be deemed to have complied with the prior approval for such purpose, Lessee agrees promptly to furnish Lessor with copies of Borrowers (not to be unreasonably withheld)all correspondence, pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time whennotices, pleadings and other writings in the judgment of Lender, the entitlement of such claimant is establishedconnection therewith.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencynow or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency the date the same shall become delinquent (provided, however, that Borrowers Borrower need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.36.3). Borrowers Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished such suspend the collection of Taxes or Other Charges from the Property; (vi) Borrower shall 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 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, which provided that no such cash or other security shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained required in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, Charges if Lender reasonably determines that there are sufficient funds in the Tax Account for payment of such Taxes or Other Charges and any interest and penaltiespenalties that may accrue thereon; (vii) failure to pay such Taxes or Other Charges will not subject Lender to any civil or criminal liability; (viii) such contest shall not affect the ownership, use or occupancy of the Property; and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedestablished or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrowers and Operating Lessees shall pay all Taxes and Other Charges prior to delinquencynow or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency the date the same shall become delinquent (provided, however, that Borrowers and/or Operating Lessees need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.36.3). Neither Borrowers nor Operating Lessees shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Propertyany Property with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the such Property. After prior notice to Lender, BorrowersBorrowers or Operating Lessees, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject all applicable statutes, laws and shall not constitute a default thereunder, ordinances; (iviii) no Property or any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrowers or Operating Lessees shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the applicable Property; (vi) Borrowers or Operating Lessees shall have furnished 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, 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 vii) failure to pay such Taxes so contested)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 applicable Property, and (viix) Borrowers shall promptly or Operating Lessees shall, upon final determination thereof pay request by Lender, give Lender prompt notice of the amount status of such Taxes or Other Charges, together with all costs, interest and penaltiesproceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedestablished or the applicable Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage secured by such Property being primed by any related Lien. Lender shall pay over to Borrowers any portion of such cash or other security not paid over to such claimant pursuant to this Section 4.6 promptly after delivery by Borrowers to Lender of evidence reasonably satisfactory to Lender that the applicable Taxes or Other Charges have been paid.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable, and shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to delinquencythe date the same shall become delinquent (provided, and however, that Borrower need not pay Taxes directly nor furnish such receipts for payment of Taxes to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 6.3). Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid no later than ten (10) days prior to delinquency (provided, however, that Borrowers need the date on which the Taxes and/or Other Charges would be delinquent if not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)paid. Borrowers Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject all applicable statutes, laws and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.ordinances;

Taxes and Other Charges. Borrowers Grantor shall pay before they are due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all Taxes taxes, assessments, levies, liabilities, obligations, encumbrances, water and Other Charges sewer rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against Grantor (other than income taxes of Grantor), the Mortgaged Property or any part thereof or against the interest of Beneficiary therein, or with respect to the Note or Deed of Trust and/or the ownership of either thereof by Beneficiary, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon Beneficiary, except such taxes that are being contested in good faith by appropriate proceedings and for which they it have set aside on their books adequate reserves; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of Beneficiary not later than five (5) days prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provideddue date thereof. Provided, however, that Borrowers need if, pursuant to this Deed of Trust or otherwise, Grantor shall have deposited with Beneficiary before the due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents, charges or claims, and Grantor is not pay such Taxes nor furnish such receipts for payment of Taxes otherwise in default, they shall be paid by Lender pursuant to Section 3.3). Borrowers shall Beneficiary; and provided further, that if Grantor is not suffer in default hereunder and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and by appropriate legal action shall contest the validity of any such item, or the amount thereof, and shall have established on its books or by deposit of cash with due Beneficiary, as Beneficiary may elect, a reserve for the payment thereof in such amount as Beneficiary may require (including any interest and penalties which may be payable in connection therewith), then Grantor shall not be required to pay the item or to produce the required receipts, while the reserve is maintained and so long as the contest operates to prevent collection, and is maintained and prosecuted with diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunderhave been terminated or discontinued adversely to Grantor. Further, (iv) no Grantor will not apply for or claim any deduction, by reason of this Deed of Trust, from the taxable value of all or any part of the Mortgaged Property. It is expressly agreed that no credit shall be claimed or allowed on the interest in payable on the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment Note because of any such Taxes 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedother charges paid.

Taxes and Other Charges. Borrowers It shall pay pay, or shall cause to be paid, all Taxes and Other Charges prior now or hereafter levied or assessed or imposed against any Property or any part thereof as the same become due and payable. It shall furnish, or cause to delinquencybe furnished, and deliver to Lender receipts for payment the Agent receipts, or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)the date the same shall become delinquent. Borrowers It shall not suffer and shall promptly cause to be paid pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Propertyany Collateral other than Permitted Liens. After prior written notice to Lenderthe Agent, Borrowersit may, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (ia) no Default or Event of Default has occurred and is continuing, occurred; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is the Borrowers are subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (ivc) no neither the Collateral nor any Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (d) it shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) Borrowers such proceeding shall suspend the collection of such contested Taxes or Other Charges, from the released Property; (f) appropriate reserves have furnished been established in accordance with GAAP and (g) it shall furnish such security as may be required in the proceeding, or as may be requested by Lenderthe Agent, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any The Agent may apply such security or part thereof held by Lender to the claimant entitled thereto it at any time when, in the judgment of Lenderits judgment, the entitlement validity or applicability of such claimant is establishedTaxes or Other Charges are established or the Property or any other of its asset (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien granted hereunder being primed by any related Lien.

Taxes and Other Charges. Borrowers (a) All principal, interest, and other amounts payable by Borrower to the Lender with respect to the Loan shall be paid in full, free and clear of any deductions or withholdings imposed by Laws. If Borrower is prohibited by any Laws from making such payments free and clear of deductions or withholdings, the Borrower shall pay all Taxes and Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender additional amounts necessary so that the Taxes actual amount received by the Lender after such deductions or withholdings (and Other Charges after any deductions or withholdings or payment of additional taxes or charges due as a consequence of the payment of such additional amount) equals the amount that would have been so received by the Lender if such deductions or withholdings were not required; (b) The Borrower shall pay directly to the appropriate taxing authority any and all present and future taxes, levies, stamp and other fees imposed by applicable Laws on or with regard to any aspect of the Loans and/or any other transactions contemplated by this Agreement, except taxes imposed on the overall net income or gross receipts of the Lender, Borrower agrees to indemnify and hold harmless from all loss, cost, liability, or expense, incurred by the Lender (including reasonable attorneys' fees and costs) by reason of the delay or failure by Borrower to pay any such taxes or charges promptly after demand; and Borrower shall reimburse the Lender upon demand for any such taxes paid prior to delinquency (provided, however, that Borrowers need by it in connection therewith if the Borrower does not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that taxes directly (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest any interest, penalties and penalties thereon, which expenses related thereto) (and the Lender shall not be less than 125% required to obtain a final determination 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) Borrowers shall promptly upon final determination thereof pay the amount legal validity of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedtaxes.

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

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers shall pay all Taxes and Other Charges prior to delinquencynow or hereafter levied, assessed or imposed as the same become due and deliver payable, and, upon written request, shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency the date the same shall become delinquent (provided, however, that Borrowers need not pay such directly Taxes nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.3SECTION 6.3). Borrowers shall not permit or suffer (unless in connection with a contest by appropriate legal proceeding described hereinbelow) and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Property, and shall promptly pay for all utility services provided to the PropertyProperties. After prior notice to Lender, Borrowersany Borrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject all applicable statutes, laws and shall not constitute a default thereunder, ordinances; (iviii) no Individual Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) such Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished suspend the collection of Taxes or Other Charges from the applicable Individual Property; and (vi) such Borrower shall 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, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.. 33

Taxes and Other Charges. Borrowers shall pay all Taxes on or before the last date prior to which any interest, late fees or penalties would begin to accrue thereon (the "Delinquency Date") and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than the Delinquency Date (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any a Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges (other than any Excluded Taxes) prior the date that same shall become delinquent, and, upon Administrative Agent’s written request therefore from time to delinquencytime, and deliver to Lender Administrative Agent receipts for payment or other evidence reasonably satisfactory to Lender Administrative Agent that the such Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender Administrative Agent pursuant to Section 3.3). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to LenderAdministrative Agent, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (ia) no Event of Default has occurred and is continuing, (iib) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iiic) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (ivd) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (ve) Borrowers if such Taxes or Other Charges are not paid by Borrower during such contest, Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by LenderAdministrative Agent, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vif) Borrowers Borrower shall promptly upon final determination thereof pay the amount of such unpaid Taxes or Other Charges, together with all costs, interest and penalties. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), Administrative Agent may pay over any such security or part thereof held by Lender Administrative Agent to the claimant entitled thereto at any time when, in the judgment of LenderAdministrative Agent, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid at least thirty (30) days prior to the delinquency date (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)) and that the Other Charges have been so paid prior to delinquency. Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in imminent danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than one hundred twenty-five percent (125% %) of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers Borrower (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers The Grantor shall pay all Taxes and Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers shall not suffer and shall promptly cause to be paid when due and discharged payable and before interest or penalties are due thereon, without any Lien deduction, defalcation or abatement, (a) all taxes, assessments, water and sewer rents, liens, charges and claims which may be assessed, levied, or filed at any time against the Grantor with respect to the Mortgaged Property or any part thereof (including without limitation any taxes levied upon or with respect to the revenues, income or profit of the Grantor from the Mortgaged Property) or against the interest of the Grantee therein, or which by any present or future law may become or be made a lien on the Mortgaged Property, or any part thereof, or a charge on such revenues, income or profits, and (b) the yearly fixed rents, if any, under the Ground Lease; and the Grantor shall promptly pay for all utility services provided produce to the Property. After prior notice to LenderGrantee, Borrowersupon request, at their own expensereceipts for the payment thereof, may contest by appropriate legal proceedingprovided, promptly initiated and conducted that if the Grantor in good faith and by appropriate legal action shall contest the validity of any such item, or the amount thereof, and if reasonably requested by the Grantee shall have established on the Grantor’s books or by deposit of a letter of credit or bond with due diligencethe Grantee, as the Grantor may elect, the amount required for the payment thereof, then the Grantor shall not be required to pay the item or validity or application of any Taxes or Other Chargesto produce the required receipts while the amount is maintained and so long as the contest operates to prevent collection, provided that (i) no Event of Default has occurred is maintained and is continuingprosecuted with diligence, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) have been terminated or discontinued adversely to the Grantor. It is expressly agreed that no part of credit shall be claimed or interest in allowed on the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in amounts payable under the proceeding, or as may be requested by Lender, to insure Loan Agreement and the payment Notes because of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of items paid by 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedGrantor.

Taxes and Other Charges. Borrowers Each Borrower shall pay all Taxes and Other ----------------------- Charges prior applicable to delinquencysuch Borrower and the Collateral Property owned by it as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the such Taxes and Other Charges have been so paid prior to delinquency no later than 30 days before they would be delinquent if not paid (provided, however, that Borrowers a Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.34.3). Borrowers No Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Propertyits Collateral Property other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the such Collateral Property. After prior notice to Lender, Borrowersa Borrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the such Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any such Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the any Collateral Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers such Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the unpaid Taxes and Other Charges being contested (less amounts then being retained and in the case of any Taxes being contested, any sums in the Tax and Insurance Subaccount Escrow fund dedicated to pay payment of such contested Taxes so contestedshall count toward such 125%), and (vi) Borrowers such Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Manager shall pay pay, or cause to be paid, all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts 77 for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Manager need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.2). Borrowers Manager shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for for, or cause to be paid, all utility services provided to the Property. After prior notice to Lender, BorrowersManager, at their its own or Borrower's expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower Manager is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, if the Manager pays the amount or satisfies the condition being contested, and the Manager would have the opportunity to do so, in the event of the Manager's failure to prevail in the contest, (v) Borrowers Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which the Manager and/or Borrower has not furnished additional security as provided in clause (vi) below, or to any risk of criminal liability, and neither the Property nor any interest therein would be subject to the imposition of any lien for which the Manager and/or Borrower has not furnished additional security as provided in clause (vi) below, as a result of the failure to comply with such law or of such proceeding, (vi) Manager and/or Borrower shall have furnished such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be but in no amount less than one hundred and 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 amount of such Taxes so contested)claims, and (vivii) Borrowers Manager shall promptly upon final determination thereof pay the amount of such Taxes or Other ChargesCharges determined to be due and payable, together with all costs, interest and penalties. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay or cause ----------------------- tenants to pay all Taxes and Other Charges prior now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable. Borrower will deliver to delinquency, Lender annually a statement showing when Taxes and Other Charges are payable with respect to each Individual Property. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for promptly after payment of Taxes paid by Lender pursuant to Section 3.3)thereof. Borrowers 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, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunderthereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) no part of or interest in the Individual Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of nor 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.or interest

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than ten (10) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other ChargesCharges (or Borrower otherwise pays the same, including with funds from the Tax and Insurance Subaccount), (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less more than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes Tax and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers It shall pay pay, or shall cause to be paid, all Taxes and Other Charges prior now or hereafter levied or assessed or imposed against any Property or any part thereof as the same become due and payable. It shall furnish, or cause to delinquencybe furnished, and deliver to Lender receipts for payment the Agent receipts, or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)the date the same shall become delinquent. Borrowers It shall not suffer and shall promptly cause to be paid pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Propertyany Collateral other than Permitted Liens. After prior written notice to Lenderthe Agent, Borrowersit may, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i%3) no Default or Event of Default has occurred and is continuing, occurred; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii%3) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is the Borrowers are subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iv%3) no neither the Collateral nor any Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (%3) it shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v%3) Borrowers such proceeding shall suspend the collection of such contested Taxes or Other Charges, from the released Property; (%3) appropriate reserves have furnished been established in accordance with GAAP and (%3) it shall furnish such security as may be required in the proceeding, or as may be requested by Lenderthe Agent, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any The Agent may apply such security or part thereof held by Lender to the claimant entitled thereto it at any time when, in the judgment of Lenderits judgment, the entitlement validity or applicability of such claimant is establishedTaxes or Other Charges are established or the Property or any other of its asset (or part thereof or interest therein) shall be in 101 53570.000371 EMF_US 44362017v35 danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien granted hereunder being primed by any related Lien.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3SECTION 3.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers Borrower (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. The Borrowers shall pay all Taxes and Other Charges prior as the same become due and payable, subject to delinquencythe Borrowers’ right to contest the same, and and, upon Lender’s request, the Borrowers shall deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that the Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.2). The Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the any Property, and shall promptly pay for all utility services provided to the any Property. After prior notice to Lender, The Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in all material respects in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the any Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) the Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% one hundred and five percent (105%) 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) the Borrowers shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. The Borrowers shall provide written notice to Lender may, with within five (5) Business Days after the prior approval commencement of Borrowers (not any legal proceeding to be unreasonably withheld), pay over contest the amount or validity or application of any such security Taxes or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedOther Charges.

Taxes and Other Charges. Borrowers shall pay all Taxes and Other Charges prior to delinquencynow or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender Agent receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency the date the same shall become delinquent (provided, however, that Borrowers need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.36.3). Borrowers shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the any Property, and shall promptly pay for all utility services provided to the each Property. After prior notice to LenderAgent, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) none of the provisions of Collateral, any other instrument to which Property nor any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from such Property; (vi) Borrowers shall have furnished such deposit with Agent cash, or other security as may be required approved by Agent, in an amount equal to one hundred twenty-five percent (125%) of the 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, 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 vii) failure to pay such Taxes so contested)or Other Charges will not subject Agent or any Lender to any civil or criminal liability, (viii) such contest shall not affect the ownership, use or occupancy of such Property, and (viix) Borrowers shall promptly shall, upon final determination thereof pay request by Agent, give Agent prompt notice of the amount status of such Taxes or Other Charges, together with all costs, interest and penaltiesproceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), Agent may pay over any such cash or other security or part thereof held by Lender Agent to the claimant entitled thereto at any time when, in the judgment of LenderAgent, the entitlement of such claimant is establishedestablished or the Collateral, any Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrowers It shall pay pay, or shall cause to be paid, all Taxes and Other Charges prior to delinquencynow or hereafter levied or assessed or imposed against any Property or any part thereof as the same become due and payable. It shall maintain receipts, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid prior to delinquency (providedthe date the same shall become delinquent and shall furnish, howeveror cause to be furnished, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant copies thereof to Section 3.3)the Agent promptly upon request. Borrowers It shall not suffer and shall promptly cause to be paid pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Propertyany Collateral other than Permitted Liens. After prior written notice to Lenderthe Agent, Borrowersit may, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Early Amortization Event, Default or Event of Default has occurred and is continuing, occurred; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is the Borrowers are subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iviii) no neither the Collateral nor any Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) it shall promptly upon final determination thereof pay the 101 amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall suspend the collection of such contested Taxes or Other Charges, from the released Property; (vi) appropriate reserves have furnished been established in accordance with GAAP and (vii) it shall furnish such security as may be required in the proceeding, or as may be requested by Lenderthe Agent, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any The Agent may apply such security or part thereof held by Lender to the claimant entitled thereto it at any time when, in the judgment of Lenderits judgment, the entitlement validity or applicability of such claimant is establishedTaxes or Other Charges are established or the Property or any other of its asset (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien granted hereunder being primed by any related Lien.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than 30 days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Subject to Lender's obligations under Section 3.1, Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.1). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the any Mortgaged Property, and shall promptly pay for all utility services provided to the PropertyMortgaged Properties. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other ChargesCharges (and the non-payment of such Taxes or Other Charges will not constitute a Default), provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the such Mortgaged Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.have

Taxes and Other Charges. Borrowers The Grantor shall pay all Taxes and Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers shall not suffer and shall promptly cause to be paid when due and discharged payable and before interest or penalties are due thereon, without any Lien deduction, defalcation or abatement, (a) all taxes, assessments, water and sewer rents, liens, charges and claims which may be assessed, levied, or filed at any time against the Grantor with respect to the Mortgaged Property or any part thereof (including without limitation any taxes levied upon or with respect to the revenues, income or profit of the Grantor from the Mortgaged Property) or against the interest of the Grantee therein, or which by any present or future law may become or be made a lien on the Mortgaged Property, or any part thereof, or a charge on such revenues, income or profits, and (b) the yearly fixed rents, if any, under the Ground Lease; and the Grantor shall promptly pay for all utility services provided produce to the Property. After prior notice to LenderGrantee, Borrowersupon request, at their own expensereceipts for the payment thereof, may contest by appropriate legal proceedingprovided, promptly initiated and conducted that if the Grantor in good faith and by appropriate legal action shall contest the validity of any such item, or the amount thereof, and if reasonably requested by the Grantee shall have established on the Grantor’s books or by deposit of a letter of credit or bond with due diligencethe Grantee, as the Grantor may elect, the amount required for the payment thereof, then the Grantor shall not be required to pay the item or validity or application of any Taxes or Other Chargesto produce the required receipts while the amount is maintained and so long as the contest operates to prevent collection, provided that (i) no Event of Default has occurred is maintained and is continuingprosecuted with diligence, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) have been terminated or discontinued adversely to the Grantor. It is expressly agreed that no part of credit shall be claimed or interest in allowed on the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in Bond Service Charges payable under the proceeding, or as may be requested by Lender, to insure the payment Loan Agreement because of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of items paid by 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedGrantor.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencynow or hereafter levied, assessed or imposed before the same become delinquent, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency the date the same shall become delinquent (provided, however, that Borrowers Borrower need not pay such directly Taxes nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.36.2 hereof). Borrowers Subject to Borrower’s right to contest the same as hereinafter set forth, Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished such suspend the collection of Taxes or Other Charges from the Property; and (vi) Borrower shall deposit with Lender cash, or other security as may be 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, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and on or before the last date prior to which any interest, late fees or penalties would begin to accrue thereon (the "DELINQUENCY DATE")and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than the Delinquency Date (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower or Operating Tenant shall pay all Taxes and Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than 30 days before they would be delinquent if not paid (provided, however, that Borrowers Borrower and Operating Tenant need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers Borrower and Operating Tenant shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower or Operating Tenant, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower or Operating Tenant is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower or Operating Tenant, as applicable, shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers Borrower or Operating Tenant, as applicable, shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penaltiespenalties and Borrower or Operating Tenant, as applicable, shall be permitted to use such security to make such payment. Lender may, with the prior written approval of Borrowers Borrower or Operating Tenant (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedestablished by a court of competent jurisdiction. Provided no Default or Event of Default shall have occurred and be continuing, upon delivery of evidence reasonably satisfactory to Lender that such Taxes or Other Charges have been paid in full or are otherwise no longer due and payable, any unused portion of any security deposited with Lender pursuant to this Section 5.2 shall promptly be released to Borrower or Operating Tenant, as applicable.

Taxes and Other Charges. Borrowers (a) Borrower shall pay 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 prior to delinquency, and deliver . Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than five (5) Business Days prior to delinquency the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, that Borrowers need not if the Tenant under a Lease is required to pay such Taxes nor furnish or Other Charges directly to the applicable Governmental Authority and Borrower timely requests and diligently pursues evidence of such receipts for payment of payment, and further provided that no enforcement action has been commenced by the applicable Governmental Authority resulting from Tenant's failure to pay Taxes paid by Lender pursuant or Other Charges, then Borrower shall have an additional thirty (30) day period to Section 3.3provide such evidence to Lender). Borrowers Borrower shall not suffer and any lien or charge whatsoever which may be or become a lien or charge against the Property (or any portion thereof), other than Permitted Encumbrances. Borrower shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty (or any portion thereof), and shall promptly pay pay, or cause to be paid, for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount Property (or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contestedportion thereof), 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay (or cause Manager to pay) all Taxes and Other Charges prior to delinquencynow or hereafter levied, assessed or imposed as the same become due and payable, and deliver shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency the date the same shall become delinquent (provided, however, that Borrowers a Borrower need not pay such Taxes directly nor furnish such receipts for payment of Taxes paid by Lender to the extent that funds to pay for such Taxes have been deposited into the Tax Account pursuant to Section 3.36.3). Borrowers Borrower shall not suffer permit or suffer, and shall promptly cause to be paid and discharged discharge, any Lien or charge against the PropertyProperty with respect to Taxes and Other Charges, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause Manager to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished such suspend the collection of Taxes or Other Charges from the Property; (vi) Borrower shall 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, 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 vii) failure to pay such Taxes so contested)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 (viix) Borrowers shall promptly Borrower shall, upon final determination thereof pay request by Lender, give Lender prompt notice of the amount status of such Taxes or Other Charges, together with all costs, interest and penaltiesproceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (viii) of this Section 4.6. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedestablished or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender Administrative Agent receipts for payment or other evidence satisfactory to Lender Administrative Agent that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to LenderAdministrative Agent, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other ChargesCharges (unless Borrower elects to pay such Taxes or such Other Charges while contesting them), (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers if such Taxes or Other Charges are not paid by Borrower during such contest, Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by LenderAdministrative Agent, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers Borrower shall promptly upon final determination thereof pay the amount of such unpaid Taxes or Other Charges, together with all costs, interest and penalties. Lender maypenalties and upon delivering evidence of such payment to Administrative Agent, with the prior approval of Borrowers Administrative Agent shall return to Borrower all funds previously delivered to Administrative Agent pursuant to clause (not v) to be unreasonably withheld), held as security. Administrative Agent may pay over any such security or part thereof held by Lender Administrative Agent to the claimant entitled thereto at any time when, in the judgment of LenderAdministrative Agent, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Each Borrower shall pay all Taxes and Other Charges prior applicable to delinquencysuch Borrower and the Collateral Property owned by it as the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the such Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers a Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.34.3). Borrowers No Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Propertyits Collateral Property other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the such Collateral Property. After prior notice to Lender, Borrowersa Borrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of such Taxes or Other Charges or the Taxes or such Other Chargesshall have been paid, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any such Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the any Collateral Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers such Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the unpaid Taxes and Other Charges being contested (less amounts then being retained and in the case of any Taxes being contested, any sums in the Tax and Insurance Subaccount Escrow fund dedicated to pay payment of such contested Taxes so contestedshall count toward such 125%), and (vi) Borrowers such Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penalties. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers (a) Subject to Bank making available sufficient funds from the amounts deposited with Bank for the payment of Taxes in accordance with the terms of the Loan Documents, Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges prior now or hereafter levied or assessed or imposed against the Project or any part thereof as the same become due and payable. Borrower shall furnish to delinquency, and deliver to Lender Bank receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency (providedthe date the same shall become delinquent. Except as otherwise expressly permitted under this Agreement or any other Loan Document, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers Borrower shall not suffer and any Lien or charge whatsoever which may be or become a Lien or charge against the Project. Except as otherwise expressly permitted under this Agreement or any other Loan Document, Borrower shall promptly cause to be paid pay and discharged discharge or bond any Lien or charge against the Property, Project and shall promptly pay for all utility services provided to the PropertyProject. After Notwithstanding the foregoing to the contrary, after prior notice to LenderBank, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Chargesthe assessed value of the Project, provided that (i) no Event of Default has occurred and is then continuing, ; (ii) such proceeding shall suspend neither the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of Project nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in imminent danger of being sold, forfeited, terminated, canceled cancelled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), ; and (viiii) Borrowers Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other ChargesTaxes, together with all costs, interest and penalties. Lender may, with the prior approval of Borrowers (not to penalties which may be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, payable in the judgment of Lender, the entitlement of such claimant is establishedconnection therewith.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than ten (10) Table of Contents days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and the Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such any Real Estate Taxes nor furnish such receipts for payment of such Real Estate Taxes paid by Lender pursuant to Section 3.33.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (ia) no Event of Default has occurred and is continuing, (iib) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances, (c) such proceeding shall suspend the collection of the applicable Taxes or such Other Charges, (iiid) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (ive) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (vf) Borrowers Borrower shall have furnished such security as may be reasonably required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125115% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Tax Subaccount to pay such Taxes so contested), and (vig) Borrowers Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penaltiespenalties (except to the extent paid from amounts in the Tax Subaccount), (h) such contest shall not affect the ownership, use or occupancy of the Property, and (i) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (a) through (h) of this Section 5.2. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedestablished or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrowers Mortgagor shall pay all Taxes when due and Other Charges payable and prior to delinquencythe time interest, penalties or additions are due thereon, without any deduction, defalcation or abatement, all real estate taxes, municipal assessments and liens, water and sewer rents, and deliver other governmental levies and all other charges or claims of every nature and kind which may be assessed, levied, imposed, suffered, placed or filed at any time against Mortgagor, the Mortgaged Property or any part thereof or against the interest of Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial or other sale (collectively “Taxes”); and upon request by Mortgagee, Mortgagor shall produce to Lender Mortgagee, official receipts for the payment or other evidence satisfactory to Lender that of the Taxes and Other Charges have been so paid prior to delinquency (Taxes; provided, however, that Borrowers need if, pursuant to this Mortgage, Mortgagor shall have deposited with Mortgagee before the due date thereof sums sufficient to pay any Taxes, and Mortgagor is not pay such otherwise in default beyond applicable notice and grace periods under the Loan Documents, the Taxes nor furnish such receipts for payment of Taxes shall be paid by Lender pursuant to Section 3.3)Mortgagee. Borrowers shall Mortgagor will not suffer and shall promptly cause to be paid and discharged apply for or claim any Lien against deduction, by reason of this Mortgage, from the Property, and shall promptly pay for taxable value of all utility services provided to or any part of the Mortgaged Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, No credit shall be claimed or allowed on the amount or validity or application interest payable on the Note because of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is establishedpaid.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.3 hereof). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125100% 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) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement failure to so pay may adversely affect the rights of such claimant is establishedLender under any Loan Document and/or the failure to so pay may result in the Property (or any portion thereof) being sold, lost or forfeited.

Taxes and Other Charges. Borrowers It shall pay pay, or shall cause to be paid, all Taxes and Other Charges prior now or hereafter levied or assessed or imposed against any Property or any part thereof as the same become due and payable, other than such amounts that constitute De Minimis Liens, HOA and Tax Amounts. It shall furnish, or cause to delinquencybe furnished, and deliver to Lender receipts for payment the Agent receipts, or other evidence satisfactory to Lender that for the payment of the Taxes and the Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)the date the same shall become delinquent. Borrowers It shall not suffer and shall promptly cause to be paid pay and discharged discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Propertyany Collateral other than Permitted Liens. After prior written notice to Lenderthe Agent, Borrowersit may, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) § no Default or Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) occurred; § such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is the Borrowers are subject and shall not constitute a default thereunder, (iv) no thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; § neither the Collateral nor any Property nor any part of thereof 115 or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; § it shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, (v) Borrowers together with all costs, interest and penalties which may be payable in connection therewith; § such proceeding shall suspend the collection of such contested Taxes or Other Charges, from the released Property; § appropriate reserves have furnished been established in accordance with GAAP and § it shall furnish such security as may be required in the proceeding, or as may be requested by Lenderthe Agent, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any The Agent may apply such security or part thereof held by Lender to the claimant entitled thereto it at any time when, in the judgment of Lenderits judgment, the entitlement validity or applicability of such claimant is establishedTaxes or Other Charges are established or the Property or any other of its asset (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien granted hereunder being primed by any related Lien.

Taxes and Other Charges. Borrowers Manager shall pay pay, or cause to be paid, all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than thirty (30) days before they would be delinquent if not paid (provided, however, that Borrowers Manager need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.33.2). Borrowers Manager shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for for, or cause to be paid, all utility services provided to the Property. After prior notice to Lender, BorrowersManager, at their its own or Borrower's expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower Manager is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, if the Manager pays the amount or satisfies the condition being contested, and the Manager would have the opportunity to do so, in the event of the Manager's failure to prevail in the contest, (v) Borrowers shall have Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which the Manager and/or Borrower has not furnished such additional security as may be required provided 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 clause (vi) Borrowers shall promptly upon final determination thereof pay below, or to any risk of criminal liability, and neither the amount of such Taxes or Other Charges, together with all costs, Property nor any interest and penalties. Lender may, with the prior approval of Borrowers (not to therein would be unreasonably withheld), pay over any such security or part thereof held by Lender subject to the claimant entitled thereto at imposition of any time when, in the judgment of Lender, the entitlement of such claimant is established.lien

Taxes and Other Charges. Borrowers shall pay all Taxes and material Other Charges now or hereafter levied or assessed or imposed against the Collateral Properties or any part thereof prior to delinquency thereof. Upon Administrative Agent's request, each Borrower shall furnish to Administrative Agent receipts, or other evidence for the payment of the Taxes and the Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)date the same shall become delinquent. Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the PropertyCollateral Properties, and shall promptly pay for all utility services provided to 111 the PropertyCollateral Properties. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, remains uncured or would result from such contest; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument Contractual Obligation to which any a Borrower is subject and shall not constitute a default thereunder, thereunder and such proceeding shall be conducted in accordance with all applicable Laws; (iviii) no Collateral Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lost; (iv) Borrowers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished suspend the collection of such contested Taxes or Other Charges from the applicable 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, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any Administrative Agent may apply such security or part thereof held by Lender to the claimant entitled thereto Administrative Agent at any time when, in the judgment of LenderAdministrative Agent, the entitlement validity or applicability of such claimant is establishedTaxes or Other Charges are established or any Collateral Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

Taxes and Other Charges. Borrowers Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges now or hereafter levied, assessed or imposed as the same become due and payable prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency date the same shall become delinquent (provided, however, that Borrowers Borrower need not pay directly Taxes to the extent that funds to pay for such Taxes nor furnish such receipts for payment of Taxes paid by Lender have been deposited into the Tax Account pursuant to Section 3.36.2 hereof). Borrowers Borrower shall, annually upon request from Lender, furnish to Lender adequate proof of the payment of the Taxes and the Other Charges. Borrower shall not permit or suffer and shall promptly discharge, or cause to be paid and discharged discharged, any Lien lien or charge against the Property, and shall promptly pay for for, or cause payment for, all utility services provided to the Property. After , provided that after prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all EAST\87098743.3 applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay, or cause to be paid, the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished such suspend the collection of Taxes or Other Charges from the Property; and (vi) Borrower shall deposit with Lender cash, or other security as may be 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, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established. Notwithstanding the foregoing, (i) Lender’s consent shall not be required for Sole Tenant to contest the amount or validity or application of any Taxes or Other Charges in accordance with the terms of the Sole Tenant Lease, and (ii) Borrower shall not be in default under this Section 4.1.3 if Sole Tenant is contesting the amount or validity or application of any Taxes or Other Charges in accordance with the terms of the Sole Tenant Lease so long as no default beyond applicable notice and cure periods has occurred and is continuing under the Sole Tenant Lease and so long as the conditions set forth in subsections 4.1.3 (ii) through (iv) above are otherwise satisfied.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquency, now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and deliver payable. Borrower shall furnish to Lender receipts for the payment or other evidence satisfactory to Lender that of the Taxes and the Other Charges have been so paid prior to delinquency (provided, however, that Borrowers need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)the date the same shall become delinquent. Borrowers Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the provisions of Property nor any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished such suspend the collection of Taxes or Other Charges from the Property; and (vi) Borrower shall deposit with Lender cash, or other security as may be 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, 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) 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such cash or other security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers (a) All principal, interest, and other amounts payable by Borrower to the Lender with respect to the Loan shall be paid in full, free and clear of any deductions or withholdings imposed by Laws. If Borrower is prohibited by any Laws from making such payment free and clear of deductions or withholdings, the Borrower shall pay all Taxes and Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender additional amounts necessary so that the Taxes actual amount received by the Lender after such deductions or withholdings (and Other Charges after any deductions or withholdings or payment of additional taxes or charges due as a consequence of the payment of such additional amount) equals the amount that would have been so received by the Lender if such deductions or withholdings were not required; (b) The Borrower shall pay directly to the appropriate taxing authority any and all present and future taxes, levies, stamp and other fees imposed by applicable Laws on or with regard to any aspect of the Loans and/or any other transactions contemplated by this Agreement, except taxes imposed on the overall net income or gross receipts of the Lender. Borrower agrees to indemnify and hold harmless from all loss, cost, liability, or expense, incurred by the Lender (including reasonable attorneys' fees and costs) by reason of the delay or failure by Borrower to pay any such taxes or charges promptly after demand; and Borrower shall reimburse the Lender upon demand for any such taxes paid prior to delinquency (provided, however, that Borrowers need by it in connection therewith if the Borrower does not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that taxes directly (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest any interest, penalties and penalties thereon, which expenses related thereto) (and the Lender shall not be less than 125% required to obtain a final determination 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) Borrowers shall promptly upon final determination thereof pay the amount legal validity of such Taxes or Other Charges, together with all costs, interest and penaltiestaxes). Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.ARTICLE III

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquency, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid at least thirty (30) days prior to the delinquency date (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3)) and that the Other Charges have been so paid prior to delinquency. Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in imminent danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than one hundred twenty-five percent (125% %) of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penaltiespenalties and Borrower shall be permitted to use such security to make such payment. Lender may, with the prior approval of Borrowers Borrower (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established. Provided no Default or Event of Default shall have occurred and is continuing, upon delivery of evidence reasonably satisfactory to Lender that such Taxes or Other Charges have been paid in full or are otherwise no longer due and payable, any unused portion of any security deposited with Lender pursuant to this Section 5.2 shall promptly be released to Borrower.

Taxes and Other Charges. Borrowers Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than 15 days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes paid by Lender pursuant to Section 3.3). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the any Property, and shall promptly pay for all utility services provided to the any Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuingremains uncured, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the such Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contested), and (vi) Borrowers 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, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers (a) Borrower shall pay pay, or cause to be paid, all Taxes and Other Charges (as such terms are defined in the Mortgage Loan Documents) now or hereafter levied or assessed or imposed against the Property or any part thereof prior to delinquency, and deliver . Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than five (5) Business Days prior to delinquency the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, that Borrowers need not if the Tenant under a Lease is required to pay such Taxes nor furnish or Other Charges directly to the applicable Governmental Authority and Borrower timely requests and diligently pursues evidence of such receipts for payment of payment, and further provided that no enforcement action has been commenced by the applicable Governmental Authority resulting from Tenant’s failure to pay Taxes paid by Lender pursuant or Other Charges, then Borrower shall have an additional thirty (30) day period to Section 3.3provide such evidence to Lender). Borrowers Borrower shall not suffer (and shall cause Mortgage Borrower not to) suffer any lien or charge whatsoever which may be or become a lien or charge against the Property (or any portion thereof), other than Permitted Encumbrances. Borrower shall promptly pay or cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a lien or charge against the Property, Property or the Collateral (or any portion thereof) and shall promptly pay pay, or cause to be paid, for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount Property (or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contestedportion thereof), 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Subject to the terms of Section 3.3, Borrower shall pay all Taxes and Other Charges prior to delinquencyas the same become due and payable, and deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid prior to delinquency no later than 30 days before they would be delinquent if not paid (provided, however, that Borrowers Borrower need not pay such Taxes nor furnish such receipts for payment of Taxes to be paid by Lender pursuant to Section 3.3). Borrowers Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Lender, BorrowersBorrower, at their its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers Borrower shall have furnished such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount or provide Lender with an endorsement to pay Lender’s Title Policy insuring over any such Taxes so contested)lien, and (vi) Borrowers Borrower shall promptly upon final determination thereof pay the amount of such Taxes or Other Charges, together with all costs, interest and penaltiespenalties (“Right to Contest”). Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers (a) Borrower shall pay 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 prior to delinquency, and deliver . Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than five (5) Business Days prior to delinquency the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, that Borrowers need not if the Tenant under a Lease is required to pay such Taxes nor furnish or Other Charges directly to the applicable Governmental Authority and Borrower timely requests and diligently pursues evidence of such receipts for payment of payment, and further provided that no enforcement action has been commenced by the applicable Governmental Authority resulting from Tenant’s failure to pay Taxes paid by Lender pursuant or Other Charges, then Borrower shall have an additional thirty (30) day period to Section 3.3provide such evidence to Lender). Borrowers Borrower shall not suffer and any lien or charge whatsoever which may be or become a lien or charge against the Property (or any portion thereof), other than Permitted Encumbrances. Borrower shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or become a lien or charge against the PropertyProperty (or any portion thereof), and shall promptly pay pay, or cause to be paid, for all utility services provided to the Property. After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount Property (or validity or application of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder, (iv) no part of or interest in the Property will be in danger of being sold, forfeited, terminated, canceled or lost, (v) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon, which shall not be less than 125% of the Taxes and Other Charges being contested (less amounts then being retained in the Taxes and Insurance Subaccount to pay such Taxes so contestedportion thereof), 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, with the prior approval of Borrowers (not to be unreasonably withheld), pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

Taxes and Other Charges. Borrowers Except as otherwise provided in this Section 5.1.2, each Individual Borrower and/or the corresponding Individual Operating Lessee shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the related Individual Property or any part thereof prior to delinquency; provided, however, each such Individual Borrower’s and/or Individual Operating Lessee’s obligation to directly pay Taxes and Other Charges shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Except as otherwise provided in this Section 5.1.2, each Individual Borrower shall, or shall cause the corresponding Individual Operating Lessee to, not later than five (5) Business Days after receipt of a written request from Lender, deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges with respect to the related Individual Property have been so paid or are not then delinquent no later than ten (10) days prior to delinquency the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, that Borrowers need not pay such Taxes nor no Individual Borrower or Individual Operating Lessee shall be required to furnish such receipts for payment of such Taxes and Other Charges during any period that Taxes and Other Charges have been paid by Lender pursuant to Section 3.37.2 hereof or by Manager pursuant to a Management Agreement). Borrowers Except as otherwise provided in the following sentence, neither Individual Borrower nor the related Individual Operating Lessee shall not suffer suffer, and each Individual Borrower and the related Individual Operating Lessee shall promptly cause to be paid and discharged discharged, any Lien (other than Permitted Encumbrances) or charge whatsoever which may be or become a Lien or charge against the Propertyrelated Individual Property (other than Permitted Encumbrances), and shall promptly pay for all utility services provided to the such Individual Property. After prior notice to Lender, BorrowersAny Individual Borrower or Individual Operating Lessee, at their its own expense, may contest contest, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and is continuing, remains uncured; (ii) such proceeding shall suspend the collection of the Taxes or such Other Charges, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any such Individual Borrower or Individual Operating Lessee is subject and shall not constitute a default thereunderthereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iviii) no neither the applicable Individual Property nor any part of thereof or interest in the Property therein will be in danger of being sold, forfeited, terminated, canceled cancelled or lostlost during the pendency thereof; (iv) such Individual Borrower or Individual Operating Lessee shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) Borrowers such proceeding shall have furnished suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property during the pendency thereof; (vi) such Individual Borrower or Individual Operating Lessee shall 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, 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 (vivii) Borrowers such Individual Borrower or Individual Operating Lessee shall promptly upon final determination thereof pay the amount deliver written notice of such Taxes or Other Charges, together with all costs, interest and penaltiescontest to Lender. Lender may, with the prior approval of Borrowers (not to be unreasonably withheld), may pay over any such security cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is establishedestablished or the applicable Individual Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.