Each Borrower shall cause each Mortgage Borrower and Equity Owner shall cause Operating Lessee to pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against its applicable Individual Property or any part thereof, and the Collateral or any part thereof, as the same become due and payable; provided , however , Borrower’s obligation to cause each Mortgage Borrower and Operating Lessee to directly pay Taxes with respect to the Properties shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 7.2 of the Mortgage Loan Agreement. Borrower shall (or shall cause Mortgage Borrower to) and Equity Owner shall (or shall cause Operating Lessee to) deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall (or shall cause Mortgage Borrower to) and Equity Owner shall (or shall cause Operating Lessee to) furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent; provided , however , none of Borrower, Mortgage Borrower or Operating Lessee is required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 of the Mortgage Loan Agreement. Borrower and Equity Owner shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Properties or the Collateral, and shall promptly pay (or shall cause Mortgage Borrower or Operating Lessee, as applicable, to pay) for all utility services provided to the Properties. After prior written notice to Lender, Borrower or Equity Owner, at its own expense, may (or may permit Mortgage Borrower or Operating Lessee, at its own expense, to) 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 Taxes or Other Charges, provided that (a) no Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor or Operating Lessee is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither any Individual Property nor any part thereof or interest therein nor the Collateral will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower or Equity Owner shall promptly upon final determination thereof pay (or shall cause Mortgage Borrower or Operating Lessee, as applicable, to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property and the Collateral; and (f) if Mortgage Lender waives the obligation of Mortgage Borrower or Operating Lessee (as applicable) to deliver security to it pursuant to Section 5.1.2 of the Mortgage Loan Agreement, Borrower or Equity Owner (as applicable) shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is finally established or any Individual Property (or part thereof or interest therein) or the Collateral (or 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 any applicable Security Instrument or the Lien of the Pledge Agreement being primed by any related Lien.