WEAR
AND USE (AND EXCEPT FOR CASUALTY LOSSES AS TO WHICH OTHER PROVISIONS HEREOF
SHALL GOVERN), AND FROM TIME TO TIME MAKE, OR CAUSE TO BE MADE, ALL REASONABLY
NECESSARY REPAIRS, RENEWALS, REPLACEMENTS, BETTERMENTS AND IMPROVEMENTS THERETO.
(B)
BASIC CARRYING COSTS AND OTHER CLAIMS; CONTEST.
(I) SUBJECT TO BORROWER'S CONTEST RIGHTS SET FORTH IN SECTION 5.1(B)(II) BELOW,
BORROWER WILL PAY WHEN DUE (A) ALL BASIC CARRYING COSTS WITH RESPECT TO BORROWER
AND THE MORTGAGED PROPERTY; (B) ALL CLAIMS (INCLUDING CLAIMS FOR LABOR,
SERVICES, MATERIALS AND SUPPLIES) FOR SUMS THAT HAVE BECOME DUE AND PAYABLE AND
THAT BY LAW HAVE OR MAY BECOME A LIEN UPON ANY OF THE MORTGAGED PROPERTY OR ITS
OTHER PROPERTIES OR ASSETS (HEREINAFTER REFERRED TO AS THE "LIEN CLAIMS"); AND
(C) ALL FEDERAL, STATE AND LOCAL INCOME TAXES, SALES TAXES, EXCISE TAXES AND ALL
OTHER TAXES AND ASSESSMENTS OF BORROWER ON ITS BUSINESS, INCOME OR ASSETS; IN
EACH INSTANCE BEFORE ANY PENALTY OR FINE IS INCURRED WITH RESPECT THERETO.
BORROWER'S OBLIGATION TO PAY BASIC CARRYING COSTS PURSUANT TO THIS AGREEMENT
SHALL INCLUDE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IMPOSITIONS RESULTING
FROM FUTURE CHANGES IN LAW WHICH IMPOSE UPON LENDER AN OBLIGATION TO PAY ANY
PROPERTY TAXES ON THE MORTGAGED PROPERTY OR OTHER IMPOSITIONS.
(II) BORROWER SHALL NOT BE REQUIRED TO PAY, DISCHARGE OR REMOVE ANY IMPOSITION
OR LIEN CLAIM SO LONG AS BORROWER CONTESTS IN GOOD FAITH SUCH IMPOSITION OR LIEN
CLAIM OR THE VALIDITY, APPLICABILITY OR AMOUNT THEREOF BY AN APPROPRIATE LEGAL
PROCEEDING WHICH OPERATES TO PREVENT THE COLLECTION OF SUCH AMOUNTS AND THE SALE
OF THE APPLICABLE MORTGAGED PROPERTY OR ANY PORTION THEREOF, SO LONG AS:
(A) THE INDEBTEDNESS SHALL NOT HAVE BEEN ACCELERATED, IF AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING;
(B) PRIOR TO THE DATE ON WHICH SUCH IMPOSITION OR LIEN CLAIM WOULD OTHERWISE
HAVE BECOME DELINQUENT, BORROWER SHALL HAVE GIVEN LENDER PRIOR WRITTEN NOTICE OF
ITS INTENT TO CONTEST SAID IMPOSITION OR LIEN CLAIM AND DEPOSITED WITH LENDER
(OR WITH A COURT OF COMPETENT JURISDICTION OR OTHER APPROPRIATE BODY APPROVED BY
LENDER) SUCH
58
ADDITIONAL AMOUNTS AS ARE NECESSARY TO KEEP ON DEPOSIT AT ALL TIMES, AN AMOUNT
EQUAL TO AT LEAST ONE HUNDRED TWENTY FIVE PERCENT (125%) (OR SUCH HIGHER AMOUNT
AS MAY BE REQUIRED BY APPLICABLE LAW) OF THE TOTAL OF (X) THE BALANCE OF SUCH
IMPOSITION OR LIEN CLAIM THEN REMAINING UNPAID, AND (Y) ALL INTEREST, PENALTIES,
COSTS AND CHARGES ACCRUED OR ACCUMULATED THEREON, TOGETHER WITH SUCH OTHER
SECURITY AS MAY BE REQUIRED IN THE PROCEEDING, OR AS MAY BE REQUIRED BY LENDER,
TO INSURE THE PAYMENT OF ANY SUCH IMPOSITION OR LIEN CLAIM AND ALL INTEREST AND
PENALTIES THEREON; PROVIDED, THAT NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO
IMPOSITIONS OR LIEN CLAIMS IN AN AMOUNT NOT IN EXCESS OF $100,000, BORROWER
SHALL NOT BE REQUIRED TO DEPOSIT SUCH AMOUNTS WITH THE LENDER, SO LONG AS
BORROWER DEMONSTRATES TO THE REASONABLE SATISFACTION OF THE LENDER THAT BORROWER
HAS OTHERWISE RESERVED SUCH FUNDS OR SUCH