Borrower shall not create, incur, assume, permit or suffer to exist any Lien on any portion of the Collateral or any Individual Property, except for the Permitted Encumbrances, nor any Lien on any direct or indirect interest in Borrower or any Loan Party, except for (i) the pledges of the direct or indirect equity interests in Borrower granted by Approved Mezzanine Borrower in favor of Approved Mezzanine Lender pursuant to the Approved Mezzanine Loan Documents as security for the Approved Mezzanine Loan and (ii) Permitted Transfers, if any. Subject to the following, Borrower shall promptly discharge any Lien or charge against any of the Collateral or Individual Properties which is not a Permitted Encumbrance. After prior notice to Lender, Borrower, at Owner’s expense, may cause Owner to contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Liens, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor the Collateral, nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall cause Owner promptly upon final determination thereof to pay the amount of any such Liens, together with all costs, interest and penalties which may be payable in connection therewith; (v) to insure the payment of such Liens, Borrower shall cause Owner to deliver to Lender either (A) cash, or other security as may be approved by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount for any contested amounts less than one million dollars ($1,000,000) individually or in the aggregate and one hundred twenty-five percent (125%) of the contested amount for any contested amounts equal to or greater than one million dollars ($1,000,000), individually or in the aggregate or (B)a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Lender in its reasonable discretion, (vi) failure to pay such Liens will not subject Mortgage Lender or Lender to any civil or criminal liability, (vii) such contest shall not affect the ownership, use or occupancy of the Collateral or any Individual Property, and (viii) Borrower shall, upon request by Lender, cause Owner to give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.3 . Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the Collateral or any Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the applicable Mortgage being primed by any related Lien.