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<br />88- 100024
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<br />government or quasi-governmental agency or authority to operate or
<br />use and occupy the Premises. Unless contested in accordance with
<br />Section 1.4.5, Mortgagor shall comply promptly with all require-
<br />ments set forth in any of the Permits and all requirements of any
<br />law, ordinance, rule, regulation or requirement of any federal,
<br />state, mun',cipal or local government or quasi-governmental agency
<br />or authority applicable to all or any part of the Mortgaged
<br />Property or the condition, use or occupancy of all or any part
<br />thereof or any restriction imposed upon the Mortgaged Property by
<br />any duly recorded deed of restriction, declaration, covenant
<br />running with the land or otherwise, now or hereafter in force.
<br />
<br />1.4.5 Subject to the provisions of the Underlying
<br />Lease, Mortgagor may at its own expense contest the amount or
<br />applicabili ty of any of the obligations described in Sections
<br />1.4.1, 1.4.3 and 1.4.4 by appropriate legal proceedings, prosecu-
<br />tion of which operates to prevent the collection thereof or the
<br />sale or forfeiture or demolition of the Mortgaged Property or any
<br />part thereof to satisfy the same; provided, however, (i) Mortgagor
<br />has notified Beneficiary in writing of the intention of Mortgagor
<br />to contest the same before any such obligations have been in-
<br />creased by any interest, penalties, or costs; (ii) Mortgagor has
<br />obtained a title insurance encorsement over such contested obliga-
<br />tions insuring Beneficiary against loss or damage by reason of the
<br />existence of such contested obligations or Mortgagor has deposited
<br />wi th Beneficiary, at such place as Beneficiary may from time to
<br />time in writing designate, a sum of money or other security
<br />acceptable to Beneficiary that is sufficient in Beneficiary's
<br />judgment to pay in full such contested obligations (or to bring
<br />the Mortgaged Property in compliance with the obligations under
<br />Section 1.4.4) and all penalties and interest that might become
<br />due thereon, and shall keep on deposit an amount sufficient, in
<br />Beneficiary's judgment, to pay in full such contested obligations,
<br />increasing such amount to cover additional penalties and interest
<br />whenever, in Beneficiary's judgment, such increase is advisable;
<br />(iii) Mortgagor shall not be exposed to any criminal or civil
<br />liability by virtue of such contest and such contest shall, in the
<br />judgment of the Beneficiary, be reasonable; (iv) Mortgagor shall
<br />diligently prosecute the contest of such contested obligations by
<br />appropriate legal proceedings and shall permit Beneficiary to be
<br />represented in any such contest and shall pay all expenses in-
<br />curred by Beneficiary in so doing, including fees and expenses of
<br />Beneficiary's counsel (all of which shall constitute so much
<br />additional Indebtedness bearing interest at the Default Rate until
<br />paid, and payable upon demand); and (v) in the event Mortgagor
<br />fails to prosecute such contest with reasonable diligence or fails
<br />to maintain sufficient funds on deposit as hereinabove provided,
<br />Beneficiary may, at its option, apply the monies and liquidate any
<br />securities deposited with Beneficiary, in payment of, or on
<br />account of, such contested obliga'cions, or any portion thereof
<br />then unpaid, including all penalties and interest thereon. If the
<br />amount of the money and any such security so deposited is insuffi-
<br />cient for the payment in full of such contested obligations,
<br />together with all penalties and interest thereon, Mortgagor shall
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