OR BECOME PAYABLE DURING THE TERM OF THE
LOANS (COLLECTIVELY, THE "PROPERTY TAXES"), AND WILL PROMPTLY FURNISH
ADMINISTRATIVE AGENT WITH EVIDENCE OF SUCH PAYMENT.
BORROWER SHALL NOT SUFFER
OR PERMIT THE JOINT ASSESSMENT OF THE PROJECT WITH ANY OTHER REAL PROPERTY
CONSTITUTING A SEPARATE TAX LOT OR WITH ANY OTHER REAL OR PERSONAL PROPERTY.
NOTWITHSTANDING THE FOREGOING, BORROWER MAY, AT ITS OWN EXPENSE, CONTEST BY
APPROPRIATE LEGAL PROCEEDING, PROMPTLY INITIATED AND CONDUCTED IN GOOD FAITH AND
WITH DUE DILIGENCE, THE AMOUNT OR VALIDITY OR APPLICATION IN WHOLE OR IN PART OF
ANY PROPERTY TAXES, PROVIDED THAT (A) NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, (B) EITHER SUCH PROCEEDING SHALL SUSPEND THE COLLECTION OF SUCH
PROPERTY TAXES FROM BORROWER AND FROM THE PROJECT OR BORROWER SHALL HAVE PAID
ALL OF SUCH PROPERTY TAXES UNDER PROTEST, AND (C) NEITHER THE PROJECT NOR ANY
PART THEREOF OR INTEREST THEREIN WILL BE IN DANGER OF BEING SOLD, FORFEITED,
TERMINATED, CANCELLED OR LOST DUE TO SUCH CONTEST.
BORROWER SHALL PROMPTLY
DELIVER TO ADMINISTRATIVE AGENT NOTICE OF ANY SUCH CONTEST.
(2)
DURING ANY CASH MANAGEMENT PERIOD, SUBJECT TO SECTION 9.2(3),
BORROWER SHALL BE REQUIRED TO DEPOSIT WITH ADMINISTRATIVE AGENT ON EACH PAYMENT
DATE ONE-TWELFTH OF THE AMOUNT SUFFICIENT TO DISCHARGE THE OBLIGATIONS UNDER
THIS SECTION 9.2 (CONSIDERED ON AN ANNUAL BASIS) WHEN THEY BECOME DUE (THE
"MONTHLY TAX DEPOSIT"). THE DETERMINATION OF THE AMOUNT SO PAYABLE AND OF THE
FRACTIONAL PART THEREOF TO BE DEPOSITED WITH ADMINISTRATIVE AGENT, SO THAT THE
AGGREGATE OF SUCH DEPOSIT SHALL BE SUFFICIENT FOR THIS PURPOSE, SHALL BE MADE BY
ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION. SUCH AMOUNTS SHALL BE HELD BY
ADMINISTRATIVE AGENT AND APPLIED TO THE PAYMENT OF THE OBLIGATIONS IN RESPECT TO
WHICH SUCH AMOUNTS WERE DEPOSITED ON OR
79
BEFORE THE RESPECTIVE DATES ON WHICH THE SAME OR ANY OF THEM WOULD BECOME
DELINQUENT OR, DURING THE EXISTENCE OF AN EVENT OF DEFAULT, AT THE OPTION OF
ADMINISTRATIVE AGENT AND SUBJECT TO APPLICABLE LAW, TO THE PAYMENT OF THE
INDEBTEDNESS IN THE ORDER AND AMOUNTS PROVIDED FOR IN SECTION 11.4.
IF ONE
MONTH PRIOR TO THE DUE DATE OF ANY OF THE OBLIGATIONS UNDER THIS SECTION 9.2 THE
AMOUNTS THEN ON DEPOSIT THEREFOR SHALL BE INSUFFICIENT FOR THE PAYMENT OF SUCH
OBLIGATIONS IN FULL, BORROWER WITHIN TEN (10) BUSINESS DAYS AFTER DEMAND SHALL
DEPOSIT THE AMOUNT OF THE DEFICIENCY WITH ADMINISTRATIVE AGENT. NOTHING HEREIN
CONTAINED SHALL BE DEEMED TO AFFECT ANY RIGHT OR REMEDY OF ADMINISTRATIVE AGENT
AND THE LENDERS UNDER THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW TO PAY ANY
SUCH AMOUNT AND TO ADD TO THE INDEBTEDNESS THE AMOUNT SO PAID TOGETHER WITH, TO
THE EXTENT NOT PAID WHEN DUE, INTEREST AT THE DEFAULT RATE.
(3)
NOTWITHSTANDING THE PROVISIONS OF SECTION 9.2(2), PROVIDED
THAT NO EVENT OF DEFAULT THEN EXISTS, BORROWER SHALL NOT BE REQUIRED TO DEPOSIT
FUNDS WITH ADMINISTRATIVE AGENT PURSUANT TO SECTION 9.2(2) IF BORROWER SHALL
DEPOSIT WITH ADMINISTRATIVE AGENT, WITHIN TEN (10) BUSINESS DAYS AFTER A CASH