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2oioooi5i (a) All taxes, assessments, water rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes") and all ground rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Premises, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges") shall be paid by Borrower or Lessee an or prior to the date any interest ar penalties are due thereon (except to the extent the Taxes ar Other Charges are payable in installments, in which case Borrower or Lessee shall have the right to pay such Taxes or Other Charges in such installments). Borrower shall deliver, ar cause to be delivered by Lessee, to Lender, promptly upon Lender's written request, evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent. Borrower shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever ("Prohibited Encumbrances") which may be or become a lien or charge against the Mortgaged Property, subject to paragraph 4(b) hereof, provided however, that the lien of ad valorem real estate taxes need not be discharged until the last day that the related taxes may be paid without incurring any interest or penalty. Borrower may, at its option and sole discretion, execute and deliver such powers of attorney and other documents granting the Lessee the rights to execute, acknowledge and deliver tax returns, statements and other tax related instruments, and pay any Taxes with respect to the Mortgaged Property or any income therefrom. (b) Notwithstanding the foregoing, but subject to the terms of the Lease, after prior written notice to Lender, Borrower may contest, or permit to be contested, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the arnaunt or validity or application in whale or in part of any of the Taxes, Other Charges or Prohibited Encumbrances, provided that (i) such proceeding shall suspend the collection of the Taxes, Other Charges or Prohibited Encumbrances from Borrower and from the Mortgaged Property, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute an Event of Default thereunder if contested by Borrower, (iii) neither the Mortgaged Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost during the pendency of such contest, and (iv) if a Lease Default then exists or if the Lease is not in existence, Borrower or Lessee shall post a bond or other security with and acceptable to Lender in its discretion in an amount equal to 125% of the amount being contested. (c) Notwithstanding anything to the contrary contained herein, the Lessee may contest Taxes and Other Charges pursuant to Section 6 of the Lease, and Borrower shall be permitted hereunder to cooperate with any such contest in accordance with the terms of the Lease. 5. Escrow Fund. -12- 15445229.4.BUSINESS