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200210067 (i) Grantor will pay and discharge from time to time, before the same become delinquent, all taxes of every kind and nature, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents, all vault charges, and all other public charges, and all service charges, common area charges, private maintenance charges, utility charges and all other private charges, whether of a like or different nature, imposed upon or assessed against the Premises or any part thereof or upon the Rents from the Premises or arising in respect of the occupancy, use or possession thereof. (ii) In the event of the passage of any state, federal, municipal or other governmental law, order, rule or regulation subsequent to the date bereof (x) deducting from the value of real property for the purpose of taxation any Lien or encumbrance thereon or in any manner changing or modifying the laws now in force governing the taxation of this Deed of Trust or debts secured by deeds of trusts (other than laws governing income, franchise and similar taxes generally) or the manner of collecting taxes thereon and (y) imposing a tax to be paid by Trustee or Beneficiary, either directly or indirectly, on this Deed of Trust or any of the Loan Documents or to require an amount of taxes to be withheld or deducted therefrom, Grantor will promptly notify Beneficiary, upon obtaining knowledge of such event. In such event Grantor shall to the extent allowed by applicable law (A) agree to enter into such further instruments as may be reasonably necessary or desirable to obligate Grantor to make any applicable additional payments, and (B) Grantor shall make such additional payments. (iii) Grantor shall, at its expense, maintain this Deed of Trust as a first priority Lien on the Premises subject only to Liens permitted under Section 8.2 of the Credit Agreement ( "Permitted Liens ") and shall keep the Premises free and clear of all Liens of any kind and nature other than Permitted Liens. Grantor shall, prior to the date when any enforcement right would accrue to the lienor at issue promptly discharge of record, by payment, bonding or otherwise, any Liens other than Permitted Liens and, promptly upon request by Beneficiary, (x) deliver to Beneficiary evidence reasonably satisfactory to Beneficiary of the discharge thereof or (y) furnish (A) a bond satisfactory to Beneficiary in the amount of the claim out of which the Lien arises, (B) a cash deposit in the amount of the claim out of which the Lien arises, or (C) other security reasonably satisfactory to Beneficiary in an amount sufficient to discharge the claim out of which the Lien arises. (iv) If Grantor fails to comply with the requirements of clause (iii) of this Section, then, upon ten (10) Business Days' prior notice to Grantor, Beneficiary may, but shall not be obligated to, pay any such Lien, and Grantor shall, within ten (10) Business Days after Beneficiary's demand therefor, reimburse Beneficiary for all sums so expended, together with interest thereon at the Applicable Rate from the date advanced, all of which shall be deemed part of the Secured Obligations. NY2tl1178150\ T92pN'L \95899 W79