Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant's equipment, furniture, fixtures and any other personal property located in or about the Premises. If any such taxes on Tenant's equipment, furniture, fixtures and any other personal property are levied against Landlord or Landlord's property or if the assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be.

#​ shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable. ​ will deliver to ​ receipts for payment or other evidence satisfactory to ​ that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Notwithstanding the foregoing, however, ​’s obligations pursuant to the foregoing provisions of this [Section 4.1.2] shall be suspended for so long as ​ complies with the terms and provisions of [Section 7.3] hereof.

Taxes and Other Charges. The 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 the same becoming due and payable; provided, however, the Borrowers’ obligation to directly pay Taxes shall be suspended for so long as the Borrowers comply with the terms and provisions of Section 7.1 hereof. The Borrowers shall furnish to the Agent receipts for the payment of the Taxes and the Other Charges no later than ten (10) days prior to the date the same shall become delinquent; provided, however, none of the Borrowers is required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by the Agent pursuant to Section 7.1 hereof. None of the Borrowers shall suffer or permit and shall timely cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against any Property and that is prohibited in accordance with Section 5.2.2 hereof, and shall promptly pay for all utility services # required under any Lease, # required by applicable Legal Requirements or # reasonably necessary to prevent damage or deterioration to any Property. After prior notice to the Agent, 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 in whole or in part of any Taxes or Other Charges pertaining to any Property, provided that # no Default or Event of Default has occurred and remains uncured; # such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with Legal Requirements; # none of the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; # the 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; # such proceeding shall suspend the collection of such contested Taxes or Other Charges from any Property; and # the Borrowers shall furnish such security as may be required in the proceeding, or as may be requested by the Agent, to ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. The Agent may pay over any such cash deposit or part thereof held by the Agent to the claimant entitled thereto at any time when, in the judgment of the Agent, the entitlement of such claimant is established or 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 Liens of the Mortgages being primed by any related Lien.

Other Charges. The Borrowers fail to pay any other charges, expenses or other monetary obligations owing to any Lender or the Administrative Agent arising out of or incurred in connection with this Agreement or any other Loan Document within five days after notice that such payment was not made when due or demanded, as applicable;.

Taxes. In addition to and wholly apart from Tenant’s obligation to pay Tenant’s Proportionate Share of Operating Expenses, Tenant shall be responsible for and shall pay prior to delinquency any taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against its fixtures or personal property, on the value of Alterations within the Premises, and on Tenant’s interest pursuant to this Lease, or any increase in any of the foregoing based on such Alterations. To the extent that any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord.

Tenant shall contract for and pay directly when due for all gas, light, power, telephone and data, sprinkler charges, cleaning, waste disposal in excess of that provided by Landlord, and other utilities and services (the “Services”) used on or from the Premises, penalties, surcharges or the like pertaining thereto. If any such Services are not separately billed or metered to Tenant, Tenant shall pay an equitable share, as determined in good faith by Landlord, of all charges jointly billed or metered with other premises in the Project. Tenant shall also be responsible and pay for any personal property, sales, use or income taxes associated with Tenant’s use or occupancy of the Premises, insurance required to be carried by Tenant under the Lease, and Tenant’s repair and maintenance duties under the Lease.

Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate including any charges of any clearing firm, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

Charges, Taxes and Expenses. Issuance of Exercise Units and any other Exercise Consideration shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance and delivery thereof, all of which taxes and expenses shall be paid by the Company, and all Exercise Units shall be issued in the name of the Holder or in such name or names as may be directed by the Holder.

Landlord Responsible. Landlord, at its expense, shall construct the Base Building Improvements.

Set forth on [Schedule 1.01(c)] are Responsible Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such [Schedule 1.01(c)] was required to be updated in accordance with Sections 6.02, 6.13 and 6.14 and such Responsible Officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party, this Agreement, the Notes and the other Loan Documents.