AGAINST THE MORTGAGED PROPERTY OR ANY
PORTION THEREOF WITHIN FORTY-FIVE (45) DAYS AFTER RECEIVING WRITTEN NOTICE OF
THE FILING (WHETHER FROM THE ADMINISTRATIVE AGENT, THE LIENOR OR ANY OTHER
PERSON) THEREOF.
THE BORROWER SHALL DO OR CAUSE TO BE DONE, AT THE SOLE COST OF
THE BORROWER, EVERYTHING REASONABLY NECESSARY TO FULLY PRESERVE THE FIRST
PRIORITY OF THE LIEN OF THE SECURITY INSTRUMENTS AGAINST THE MORTGAGED PROPERTY,
INCLUDING THE PAYMENT OF ALL CHARGES, FILING, REGISTRATION AND RECORDING FEES,
EXCISES AND LEVIES PAYABLE WITH RESPECT TO SUCH LIEN, SUBJECT TO THE PERMITTED
ENCUMBRANCES.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, THE ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) MAKE SUCH
PAYMENT OR DISCHARGE SUCH LIEN, AND THE BORROWER SHALL REIMBURSE THE
ADMINISTRATIVE AGENT ON DEMAND FOR ALL SUCH ADVANCES PURSUANT TO SECTION 7.1(23)
(TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE).
(3)
CONTEST. NOTHING CONTAINED HEREIN SHALL BE
DEEMED TO REQUIRE THE BORROWER TO PAY, OR CAUSE TO BE PAID, ANY IMPOSITION OR TO
SATISFY ANY LIEN, OR TO COMPLY WITH ANY REQUIREMENT OF LAW OR INSURANCE
REQUIREMENT, SO LONG AS THE BORROWER IS IN GOOD FAITH, AND BY PROPER LEGAL
PROCEEDINGS, WHERE APPROPRIATE, DILIGENTLY CONTESTING THE VALIDITY, AMOUNT OR
APPLICATION THEREOF, PROVIDED THAT IN EACH CASE, AT THE TIME OF THE COMMENCEMENT
OF ANY SUCH ACTION OR PROCEEDING, AND DURING THE PENDENCY OF SUCH ACTION OR
PROCEEDING (I) NO EVENT OF DEFAULT SHALL EXIST AND BE CONTINUING HEREUNDER, (II)
THE BORROWER SHALL KEEP THE ADMINISTRATIVE AGENT INFORMED OF THE STATUS OF SUCH
CONTEST AT REASONABLE INTERVALS, (III) IF THE BORROWER IS NOT PROVIDING SECURITY
AS PROVIDED IN CLAUSE (VI) BELOW, ADEQUATE RESERVES WITH RESPECT THERETO ARE
MAINTAINED ON THE BORROWER'S BOOKS IN ACCORDANCE WITH GAAP, (IV) EITHER SUCH
CONTEST OPERATES TO SUSPEND COLLECTION OR ENFORCEMENT AS THE CASE MAY BE, OF THE
CONTESTED IMPOSITION, LIEN OR LEGAL REQUIREMENT AND SUCH CONTEST IS MAINTAINED
AND PROSECUTED CONTINUOUSLY AND WITH DILIGENCE OR THE IMPOSITION OR LIEN IS
BONDED, (V) IN THE CASE OF ANY INSURANCE REQUIREMENT, THE FAILURE OF THE
BORROWER TO COMPLY THEREWITH SHALL NOT IMPAIR THE VALIDITY OF ANY INSURANCE
REQUIRED TO BE MAINTAINED BY THE BORROWER UNDER SECTION 7.3(1) OR THE RIGHT TO
FULL PAYMENT OF ANY CLAIMS THEREUNDER, AND (VI) IN THE CASE OF IMPOSITIONS AND
LIENS WHICH ARE NOT BONDED IN EXCESS OF $1,000,000 INDIVIDUALLY, OR IN THE
AGGREGATE, DURING SUCH CONTEST, THE BORROWER, SHALL DEPOSIT WITH OR DELIVER TO
THE ADMINISTRATIVE AGENT EITHER CASH AND CASH EQUIVALENTS OR A LETTER OR LETTERS
OF CREDIT IN AN AMOUNT EQUAL TO 125% OF (A) THE AMOUNT OF THE BORROWER'S
OBLIGATIONS
47
being contested plus (B) any additional interest, charge, or penalty arising
from such contest. Notwithstanding the foregoing, the creation of any such
reserves or the furnishing of any bond or other security, the Borrower promptly
shall comply with any contested Requirement of Law or Insurance Requirement or
shall pay any contested Imposition or Lien, and compliance therewith or payment