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51668048.5
<br />5. Change in Tax Laws.
<br />9
<br />201508663
<br />(b) Notwithstanding Section 4(a) above, the Borrower may, in good faith and
<br />with reasonable diligence, contest or cause to be contested the validity or amount of any
<br />such Taxes, provided that: (i) no Event of Default has occurred; (ii) such proceeding shall
<br />stay the collection of the applicable Taxes from Borrower and from the Mortgaged
<br />Property or Borrower shall have paid all of the applicable Taxes under protest, (iii) such
<br />proceeding shall be permitted under and be conducted in accordance with the provisions
<br />of any other instrument to which Borrower is subject and shall not constitute a default
<br />thereunder, (iv) neither the Mortgaged Property nor any part thereof or interest therein
<br />will be in danger of being sold, forfeited, terminated, cancelled or lost so long as the
<br />contest is being pursued, and (v) if required by Lender, Borrower shall deposit with
<br />Lender adequate reserves for the payment of the applicable Taxes, together with all
<br />interest and penalties thereon, unless Borrower has paid all of the applicable Taxes under
<br />protest, or Borrower shall have furnished such other security as may be accepted by
<br />Lender, in its reasonable discretion, to insure the payment of any contested Taxes,
<br />together with all interest and penalties thereon. If the Borrower fails to prosecute such
<br />contest with reasonable diligence or fails to maintain sufficient funds as hereinabove
<br />provided, the Lender may, at its option, liquidate any securities and apply the monies
<br />then on deposit with the Lender (or other depositary), in payment of, or on account of,
<br />such Taxes, or any portion thereof then unpaid, including all penalties and interest
<br />thereon according to any written bill, notice or statement, without inquiry as to the
<br />amount, validity or enforceability thereof. If the amount of money and any such security
<br />so deposited shall (in the Lender's reasonable judgment) at any time be insufficient for
<br />the payment in full of such Taxes, together with all penalties and interest which are or
<br />might become due thereon, the Borrower shall forthwith, upon demand, either deposit
<br />with the Lender (or other depositary designated by the Lender) a sum (or such other
<br />security as shall be reasonably satisfactory to the Lender) which when added to the funds
<br />then on deposit, shall (in the Lender's reasonable judgment) be sufficient to make such
<br />payment in full, or, if the Lender (or other depositary) has applied funds so deposited on
<br />account of such Taxes, restore such deposit to an amount satisfactory to the Lender.
<br />After final disposition of such contest and upon the Borrower's written request and
<br />delivery to the Lender of an official bill for such Taxes, the Lender (or other depositary)
<br />shall liquidate any securities and apply the monies, if any, then on deposit under this
<br />Section 4 to the payment of such Taxes or that part thereof then unpaid and the balance, if
<br />any, in excess of the amount required to be on deposit with the Lender (or other
<br />depositary) under Section 23 hereof shall be refunded to the Borrower after such final
<br />disposition, provided that no Event of Default shall then exist.
<br />(a) If, by the laws of the United States of America, or of any state or
<br />municipality having jurisdiction over the Lender, the Borrower or the Mortgaged
<br />Property, any tax is imposed or becomes due in respect of the Note or this Mortgage
<br />(excluding income, excise or franchise taxes imposed upon the Lender, except as
<br />provided in Section 5(c) below), or any liens on the Mortgaged Property created thereby,
<br />then the Borrower shall pay such tax in the manner required by such law.
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