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201000751
<br />provided and without obtaining the authorisation, approval, consent or waiver of any grantor,
<br />lessor, sublessor, Governmental Authority, or other Person whomsoever subject only to the
<br />Permitted Liens.
<br />2. Pa ment of Lender Obli ations. Mortgagor shall pay and perform the Lender
<br />Obligations at the times and places and in the manner specified in Credit Agreements and/or
<br />each other Lender Agreement. ~'
<br />3. R~uirements. Mortgagor shall promptly comply with all laws applicable to the
<br />Mortgaged Property, and all covenants, restrictions, conditions and requirements now or
<br />hereafter of record or which otherwise may be applicable to any of the Mortgaged Property, or to
<br />the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or
<br />reconstruction of any of the Mortgaged Property, except where a failure to do so could not
<br />reasonably be expected to have a Material Adverse Effect on (i) the current business, operations
<br />or condition (financial or otherwise) of the Mortgagor, (ii) the current use of the Mortgaged
<br />Property or (iii) the value of the Mortgaged Property (assuming its current use). Mortgagor shall
<br />not commit, nor permit or suffer to occur, any material waste with respect to the Mortgaged
<br />Property.
<br />4. Pa ment of Taxes and Other Im ositions
<br />(a) Promptly when due and in any event prior to the date on which any fine,
<br />penalty, interest or cost may be added thereto or imposed, Mortgagor shall pay and discharge all
<br />taxes, charges and assessments of every kind and nature, al] charges for any easement or
<br />agreement maintained for the benefit of any of the Mortgaged Property, all general and special
<br />assessments, levies, permits, inspection and license fees, all water and sewer rents and charges,
<br />vault taxes and all other public charges even if unforeseen or extraordinary, imposed upon or
<br />assessed against or which may become a lien on any of the Mortgaged Property, or arising in
<br />respect of the occupancy, use, operation or possession thereof, together with any penalties or
<br />interest on any of the foregoing (all of the foregoing are collectively referred to herein as the
<br />"Im ositions") except where (A) the validity or amount thereof is being contested in good faith
<br />by appropriate proceedings and in accardance with the provisions of the Credit Agreements, and
<br />that non-payment thereof will not result in forfeiture, sale, loss or diminution of any interest of
<br />Mortgagor (or Agent) in the Mortgaged Property, and (B) the Mortgagor has set aside on its
<br />books adequate reserves with respect thereto in accordance with GAAP, which reserves shall
<br />include reasonable additional sums to cover possible interest, costs and penalties; provided,
<br />however, that Mortgagor shall promptly cause to be paid arty amount adjudged by a court of
<br />competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly after
<br />such judgment becomes final (and, subject to Agent's rights and remedies during an Event of
<br />Default and any provisions set forth in the Credit Agreements to the contrary, Agent shall make
<br />any sum deposited in such reserve available for such payment; and provided, further, that, in all
<br />events, Impositions, interest, costs and penalties shall be paid prior to the date any writ or order
<br />is issued under which the Mortgaged Property may be sold, lost or forfeited. Upon request by
<br />Agent, Mortgagor shall deliver to Agent evidence reasonably acceptable to Agent showing the
<br />payment of any such Imposition made by Mortgagor. If by law any Imposition, at Mortgagor's
<br />option, may without penalty or premium be paid in installments (whether or not interest shall
<br />accrue on the unpaid balance of such Imposition), Mortgagor may elect to pay such Imposition in
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<br />UBD/l907386.1
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