The Borrowers shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties, or any part thereof, prior to the same becoming due and payable; provided , however , the Borrowers’ obligation to directly pay Taxes shall be suspended for so long as the Borrowers comply with the terms and provisions of Section 7.1 hereof. The Borrowers shall furnish to the Agent receipts for the payment of the Taxes and the Other Charges no later than ten (10) days prior to the date the same shall become delinquent; provided , however , none of the Borrowers is required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by the Agent pursuant to Section 7.1 hereof. None of the Borrowers shall suffer or permit and shall timely cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against any Property and that is prohibited in accordance with Section 5.2.2 hereof, and shall promptly pay for all utility services (a) required under any Lease, (b) required by applicable Legal Requirements or (c) reasonably necessary to prevent damage or deterioration to any Property. After prior notice to the Agent, the Borrowers, at their own expense, may 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 pertaining to any Property, provided that (a) no Default or 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 such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with Legal Requirements; (c) none of the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) the Borrowers shall promptly upon final determination thereof 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 any Property; and (f) the Borrowers shall furnish such security as may be required in the proceeding, or as may be requested by the Agent, to ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. The Agent may pay over any such cash deposit or part thereof held by the Agent to the claimant entitled thereto at any time when, in the judgment of the Agent, the entitlement of such claimant is established or any 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 Liens of the Mortgages being primed by any related Lien.