Common use of hereof Clause in Contracts

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (providedPROVIDED, howeverHOWEVER, that Borrower is not 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 hereof). Except for Permitted EncumbrancesIf Borrower pays or causes to be paid all Taxes and Other Charges and provides a copy of the receipt evidencing the payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event Borrower is permitted to do so under the provisions of Default has occurred and remains uncuredany mortgage or deed of trust superior in lien to the Mortgage; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish such security as may be he required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not 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 6.2 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iii) no neither any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be reasonably requested approved by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that so long as no Event of Default has occurred and is continuing, Borrower is not required to furnish such receipts for payment of Taxes and Other Charges in the event that such Taxes and Other Charges have been paid or were to have been paid by Lender pursuant to Section 7.2 6.2 hereof). Except for Permitted EncumbrancesSubject to Borrower’s right to contest such Taxes and Other Charges as hereinafter provided, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien lien for Taxes or charge whatsoever which may be or became a Lien or charge Other Charges against the Property, and shall promptly pay Property (other than liens for all utility services provided to the PropertyTaxes or Other Charges not yet due or payable). After prior written notice to Lender, Borrower, at its own expense, and notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, 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 Taxes, Liens or Other Charges (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivd) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes Taxes, Liens or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) such proceeding shall suspend the collection of such contested Taxes Taxes, Liens or Other Charges from the Property; and (vif) Borrower shall furnish such deposit with Lender cash, or other security as may be approved by Lender, in an amount equal to one hundred twenty percent (120%) of the contested amount (provided, that Borrower shall not be required to deposit any such cash or post security with respect to claims which in the proceeding, or as may be reasonably requested by Lenderaggregate do not exceed $125,000.00 ), to insure the payment of any such Taxes Taxes, Liens or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon, and (g) such contest by Borrower is not in violation of Leases or Operating Agreements. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will shall 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 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, that Borrower is not required to furnish such receipts for payment of Taxes in the event that if such Taxes have been paid by Lender pursuant to Section 7.2 hereofhereof and Lender has received receipts from the relevant taxing authority). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its Borrower’s 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; (vi) Borrower shall have set aside adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest; and (vivii) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 the Security Instrument being primed by any related Lien that is not a Permitted EncumbranceLien.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender 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 (delinquent; provided, however, that Borrower is not 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 6.2 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own sole cost and 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, Charges; provided that (ia) no Default or Event of Default has occurred and remains uncuredoutstanding; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iiid) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ive) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vig) except to the extent already deposited with Lender pursuant to Section 6.2 hereof, Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure ensure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon; and (h) such contest by Borrower is not in violation of the Leases. Lender may pay over over, assign or transfer any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien of any the Security Instrument being primed by any related Lien that is not a Permitted EncumbranceLien.

hereof. Borrower will deliver to Lender receipts for payment or other evidence reasonably 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall 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, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.;

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is not 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 hereof). Except for Permitted EncumbrancesProvided no Event of Default shall then exist, if Borrower pays or causes to be paid all Taxes and Other Charges and provides a copy of the receipt evidencing the payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event Borrower is permitted to do so under the provisions of Default has occurred and remains uncuredany mortgage or deed of trust superior in lien to the applicable Mortgage; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established established, or the any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost lost, or there shall be any danger of the Lien of any Security Instrument Mortgage being primed by any related Lien that is not a Permitted Encumbranceother Lien, in each case, as determined by Lender in its reasonable discretion.

hereof. Borrower will shall 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall 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, that Borrower is not required to furnish such receipts for payment of Taxes in the event that if such Taxes have been paid by Lender pursuant to Section 7.2 hereofhereof and Lender has received receipts from the relevant taxing authority). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged or bonded any Lien or charge whatsoever which may be or became become a Lien or charge against the any Individual Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its Borrower’s 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; (vi) Borrower shall have set aside adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest; and (vivii) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the applicable Individual Property (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 the Security Instrument being primed by any related Lien that is not a Permitted EncumbranceLien.

hereof. Borrower will deliver to Lender receipts for payment The Acquired Fund does not have outstanding any options, warrants or other evidence satisfactory rights to Lender that subscribe for or purchase any Acquired Fund Shares, nor is there outstanding any security convertible into any Acquired Fund Shares; (j) At the Taxes Closing Date, the Acquired Fund will have good and Other Charges marketable title to the Acquired Assets, and full right, power and authority to sell, assign, transfer and deliver the Acquired Assets to the Acquiring Fund, and, upon delivery and payment for the Acquired Assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, except such restrictions as might arise under the Securities Act; (k) The AmSouth Trust has the trust power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been so paid or are not then delinquent no later than ten (10) days prior duly authorized by all necessary action on the part of the AmSouth Trust's Board of Trustees, and, subject to the approval of the Acquired Fund's shareholders, assuming due authorization, execution and delivery by the Acquiring Fund, this Agreement will constitute a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (l) The information to be furnished by the Acquired Fund to the Acquiring Fund for use in applications for orders, registration statements, proxy materials and other documents which may be necessary in connection with the transactions contemplated hereby and any information necessary to compute the total return of the Acquired Fund shall be accurate and complete and shall comply in all material respects with federal securities and other laws and regulations applicable thereto; (m) The information included in the proxy statement (the "Proxy Statement") forming part of the Acquiring Fund's Registration Statement on Form N-14 filed in connection with this Agreement (the "Registration Statement") that has been furnished in writing by the Acquired Fund to the Acquiring Fund for inclusion in the Registration Statement, on the effective date of that Registration Statement and on which the Taxes Closing Date, will conform in all material respects to the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Other Charges would otherwise the Investment Company Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be delinquent if stated therein or necessary to make the statements therein not paid. Borrower shall furnish to Lender receipts misleading; (n) Upon the effectiveness of the Registration Statement, no consent, approval, authorization or order of any court or governmental authority is required for the payment consummation by the AmSouth Trust or the Acquired Fund of the Taxes transactions contemplated by this Agreement; (o) All of the issued and Other Charges prior outstanding Acquired Fund Shares have been offered for sale and sold in compliance in all material respects with all applicable federal and state securities laws, except as may have been previously disclosed in writing to the Acquiring Fund; (p) The prospectus and statement of additional information of the Acquired Fund, and any amendments or supplements thereto, furnished to the Acquiring Fund, did not as of their dates or the dates of their distribution to the public contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which such statements were made, not materially misleading; (q) The Acquired Fund currently complies in all material respects with, and since its organization has complied in all material respects with, the requirements of, and the rules and regulations under, the Investment Company Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all other applicable federal and state laws or regulations. The Acquired Fund currently complies in all material respects with, and since its organization has complied in all material respects with, all investment objectives, policies, guidelines and restrictions and any compliance procedures established by the AmSouth Trust with respect to the Acquired Fund. All advertising and sales material used by the Acquired Fund complies in all material respects with and has complied in all material respects with the applicable requirements of the Securities Act, the Investment Company Act, the rules and regulations of the Commission, and, to the extent applicable, the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") and any applicable state regulatory authority. All registration statements, prospectuses, reports, proxy materials or other filings required to be made or filed with the Commission, the NASD or any state securities authorities by the Acquired Fund have been duly filed and have been approved or declared effective, if such approval or declaration of effectiveness is required by law. Such registration statements, prospectuses, reports, proxy materials and other filings under the Securities Act, the Exchange Act and the Investment Company Act (i) are or were in compliance in all material respects with the requirements of all applicable statutes and the rules and regulations thereunder and (ii) do not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not false or misleading; (r) The Acquired Fund has previously provided to the Acquiring Fund (and at the Closing will provide an update through the Closing Date of such information) data which supports a calculation of the Acquired Fund's total return for all periods since the organization of the Acquired Fund. Such data has been prepared in accordance in all material respects with the requirements of the Investment Company Act and the regulations thereunder and the rules of the NASD; (s) Neither the Acquired Fund nor, to the knowledge of the Acquired Fund, any "affiliated person" of the Acquired Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, nor, to the knowledge of the Acquired Fund, has any affiliated person of the Acquired Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the Investment Company Act; and (t) The tax representation certificate to be delivered by AmSouth Trust on behalf of the Acquired Fund to the Acquiring Trust and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP at the Closing pursuant to Paragraph 7.4 (the "Acquired Fund Tax Representation Certificate") will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. 4.2 Except as set forth on a disclosure schedule previously provided by the Acquiring Trust to the AmSouth Trust, the Acquiring Trust, on behalf of the Acquiring Fund, represents, warrants and covenants to the Acquired Fund, which representations, warranties and covenants will be true and correct on the date hereof and on the same shall become delinquent Closing Date as though made on and as of the Closing Date, as follows: (provideda) The Acquiring Fund is a series of the Acquiring Trust. The Acquiring Fund has not commenced operations and will not do so until the Closing. The Acquiring Trust is a statutory trust duly organized, however, that Borrower validly existing and in good standing under the laws of the State of Delaware. The Acquiring Trust has the power to own all of its properties and assets and to perform the obligations under this Agreement. The Acquiring Fund is not required to furnish such receipts for payment qualify to do business in any jurisdiction in which it is not so qualified or where failure to qualify would subject it to any material liability or disability. Each of Taxes the Acquiring Trust and the Acquiring Fund has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted; (b) The Acquiring Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the Investment Company Act is in full force and effect; (c) The Acquiring Fund's registration statement on Form N-1A that will be in effect on the Closing Date, and the prospectus and statement of additional information of the Acquiring Fund included therein, will conform in all material respects with the applicable requirements of the Securities Act and the Investment Company Act and the rules and regulations of the Commission thereunder, and did not as of the effective date thereof and will not as of the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (d) The Registration Statement, the Proxy Statement and statement of additional information with respect to the Acquiring Fund and any amendments or supplements thereto in effect on or prior to the Closing Date included in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 Registration Statement (other than written information furnished by the casino franchise fee imposed by Act No. 221 of May 15, 1948Acquired Fund for inclusion therein, as amended, covered by the Acquired Fund's warranty in Paragraph 4.1(m) hereof) will conform in all material respects to the applicable requirements of the Commonwealth Securities Act and the Investment Company Act and the rules and regulations of Puerto Ricothe Commission thereunder. Neither the Registration Statement nor the Proxy Statement (other than written information furnished by the Acquired Fund for inclusion therein, as covered by the Acquired Fund's warranty in Paragraph 4.1(m) hereof) includes or will include any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (e) The Acquiring Trust is not in violation of, and the execution and delivery of this Agreement and performance of its obligations under this Agreement will not result in a violation of, any provisions of the Declaration of Trust or by-laws of the Acquiring Trust or any material agreement, indenture, instrument, contract, lease or other Lien undertaking with respect to the Acquiring Fund to which the Acquiring Trust is a party or charge that may become a Lien by which the Acquiring Fund or charge any of its assets is bound; (f) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened against the Property, provided that (i) Acquiring Fund or any of the Acquiring Fund's properties or assets. The Acquiring Fund knows of no Event facts which might form the basis for the institution of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with proceedings. Neither the Acquiring Trust nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially adversely affects the Acquiring Fund's business or its ability to consummate the transactions contemplated herein; (g) The Acquiring Fund has no actual or potential liability for any Tax obligation of any taxpayer. The Acquiring Fund is not and has never been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns. The Acquiring Fund is not a party to any Tax allocation, sharing, or indemnification agreement; (h) The Acquiring Fund will not have taken or agreed to take any action, and will not be aware of any agreement, plan or other instrument circumstance, that is inconsistent with the representations set forth in the Acquiring Fund Tax Representation Certificate to be delivered pursuant to paragraph 6.3; (i) The authorized capital of the Acquiring Fund consists of an unlimited number of shares of beneficial interest, no par value per share. As of the Closing Date, the Acquiring Fund will be authorized to issue an unlimited number of shares of beneficial interest, no par value per share. The Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund Shareholders pursuant to the terms of this Agreement will have been duly authorized on the Closing Date and, when so issued and delivered, will be legally issued and outstanding, fully paid and non-assessable. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund shares, nor is there outstanding any security convertible into any Acquiring Fund shares, nor will the Acquiring Fund have any issued or outstanding shares on or before the Closing Date other than those issued to the Acquiring Fund Adviser or one of its affiliates, which Borrower shares shall be redeemed, for an amount equal to the price paid therefor, at or before the Closing; (j) The Acquiring Trust has the trust power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Trust's Board of Trustees, and, assuming due authorization, execution and delivery by the Acquired Fund, this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (k) The information to be furnished in writing by the Acquiring Fund or the Acquiring Fund Adviser for use in applications for orders, registration statements, proxy materials and other documents which may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto or the requirements of any form for which its use is subject intended, and shall not constitute contain any untrue statement of a default thereunder material fact or omit to state a material fact necessary to make the information provided not misleading; (l) No consent, approval, authorization or order of or filing with any court or governmental authority is required for the execution of this Agreement or the consummation of the transactions contemplated by the Agreement by the Acquiring Fund, except for the registration of the Acquiring Fund Shares under the Securities Act and such proceeding shall be conducted in accordance with all applicable statutesthe Investment Company Act; (m) Neither the Acquiring Fund nor, laws and ordinances; (iii) no Property nor to the knowledge of the Acquiring Fund, any part thereof or interest therein will be in danger "affiliated person" of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount Acquiring Fund has been convicted of any such Taxes felony or Other Charges or misdemeanor, described in Section 9(a)(1) of the amount necessary Investment Company Act, nor, to discharge the knowledge of the Acquiring Fund, has any Lien or satisfy any charge that may become a Lien or charge against affiliated person of the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend Acquiring Fund been the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish such security as may be required in the proceedingsubject, or as may be reasonably requested by Lenderpresently is the subject, to insure the payment of any such Taxes proceeding or Other Charges investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the amount necessary Investment Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the Investment Company Act; and (n) The tax representation certificate to discharge any Lien or satisfy any charge that may become a Lien or charge against be delivered by the Property, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender Acquiring Trust on behalf of the Acquiring Fund to the claimant entitled thereto AmSouth Trust and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property Closing pursuant to Section 6.3 (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.t

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower or, if the Telcordia Lease or an Acceptable Replacement Lease is in full force and effect, Telcordia or an Acceptable Replacement Tenant, as applicable, at its own expense, may contest by appropriate legal proceeding, promptly initiated within a reasonable period of time 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyTaxes, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lostlost as a result of such contest or underlying lien; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) or Borrower or Telcordia or an Acceptable Replacement Tenant shall furnish such have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender, Lender to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Propertycontested Taxes, together with all interest and penalties thereon, taking into consideration any Tax Funds available for payment of Taxes. Lender may pay over any such cash deposit or part thereof 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 finally established Property or the Property (or any part thereof or interest therein) shall be therein is in danger of being sold, forfeited, terminated, terminated cancelled or lost or there shall be any danger of the Lien of any Security Instrument being primed by any related Lien that is not a Permitted Encumbrancelost.

hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Property Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior upon request of Lender. Subject to the date on which the Taxes Borrower’s and Other Charges would otherwise be delinquent if not paid. Borrower shall furnish Operating Lessee’s right to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes contest set forth in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof). Except for Permitted Encumbrancesnext sentence, neither Borrower nor Operating Lessee shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower or Operating Lessee, at its 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 Property Taxes or Other Charges (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, provided that the following conditions are satisfied: (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower or Operating Lessee is permitted to contest under the provisions of any document or agreement affecting the Property; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower 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 Laws and ordinances; (iiid) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lostlost during the pendency of such contest; (ive) Borrower shall promptly upon final determination thereof pay pay, or cause to be paid, the amount of any such Property Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; and (vf) such proceeding shall suspend the collection of such contested Property Taxes or Other Charges from the Property; Property and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceproceeding.

hereof. Borrower will deliver shall not suffer and shall promptly cause to Lender receipts for payment be ----------- paid and discharged any lien or other evidence satisfactory charge whatsoever which may be or become a lien or charge against any of the Properties (subject to Lender that the Borrower's right to contest Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior in accordance with this Section 5.1(b)), and shall --------------- promptly pay for all utility services provided to the date on which the Taxes and Other Charges would otherwise be delinquent if not paidProperties. Borrower shall 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, that Borrower is not 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 7.3 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, ----------- Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event of Default has occurred and remains uncured; , (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust affecting any of the Properties, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; , (iiiiv) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , and (ivv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; . In addition, if the Taxes or Other Charges are not paid in full when the Borrower commences such contest, then the following shall apply: (vA) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; , and (viB) Borrower shall furnish have furnished such security as may be required in the proceeding, or as may be reasonably requested by LenderLender or sufficient funds are on deposit in the Tax and Insurance Escrow Fund to pay any such Taxes or Other Charges pursuant to Section 7.3, to insure ----------- the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceafter Borrower's appeals have been exhausted.

hereof. Borrower will deliver The Buyer shall not (i) settle, negotiate or otherwise compromise any of the Transferred Accounts Receivable without written authorization with respect thereto from the Seller, or (ii) suggest to Lender receipts for payment or influence any account debtor of the Seller or offer any incentive to any account debtor of the Seller or otherwise take any action that would or does cause any such account debtor to fail to pay an amount due the Seller, or pay an amount due the Buyer in lieu thereof. During the period commencing as of the one hundred twentieth (120th) day following the date of this Agreement (the "Record Date") and ending fifteen (15) days thereafter (the "Option Period"), the Buyer may, but shall not be obligated to, notify the Seller in writing (the "Notice") as to which of the Transferred Accounts Receivable are outstanding as of the Record Date (the "Delinquent Receivables"). Any such Notice shall include therewith an assignment of the Delinquent Receivables to the Seller in such form as the Seller may reasonably request, including, without limitation, representations and warranties to the effect that such Delinquent Receivables are being sold to the Seller free and clear of any and all Liens, and that the Buyer has received no payments on account of any such Delinquent Receivable, among other evidence things, together with documentation duly executed by the Bank, in form and substance satisfactory to Lender that the Taxes Seller, in its sole discretion, which shall be final, conclusive and Other Charges have been so paid or are not then delinquent no later than ten binding, releasing any and all Liens of the Bank with respect to such Delinquent Receivables (10collectively, the "Assignment Documents"). On the fifteenth (15th) days prior day following the Seller's receipt of the Notice (the "Section 9.1 Adjustment Date"), together with the Assignment Documents, a credit shall be applied in favor of the Buyer as set forth in Section 9.1(b) in an amount equal to the date on which amount of each of such Delinquent Receivables (in the Taxes and Other Charges would otherwise be delinquent if not paidaggregate, the "Delinquent Receivables Amount"). Borrower Notwithstanding anything contained herein, the Seller shall furnish have the right to Lender receipts for collect the payment of Delinquent Receivables. Following the Taxes and Other Charges prior to the date the same shall become delinquent (providedNotice, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged the Buyer receives any Lien or charge whatsoever which may be or became a Lien or charge against check from an account debtor who is named on the Propertylist of Delinquent Receivables, and shall promptly pay for all utility services provided made payable to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligenceorder of the Seller, the amount or validity or application in whole or in part of any Taxes or Other Charges Buyer shall deliver same to Seller within one (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, 1) day of the Commonwealth Buyer's receipt thereof, whether or not paid on account of Puerto Rico) such Delinquent Receivables. In the event that the Buyer receives any monies from any account debtor who is named on the list of Delinquent Receivables, whether or any other Lien or charge that may become a Lien or charge against the Propertynot paid on account of such Delinquent Receivables, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding amounts shall be permitted under and held in trust for the Seller by the Buyer in a segregated bank account maintained by the Buyer for such purpose. Promptly (but in no event beyond five (5) days) following receipt of such payment, the Buyer shall deliver same to the Seller. Any amount received by the Seller shall be conducted applied to the Delinquent Receivables in accordance with the provisions of any other instrument to Seller's sole discretion, which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted final, conclusive and binding. Notwithstanding anything contained herein, the Seller shall have no obligations under this Section 9.1 unless and until the Buyer has complied with each of its obligations hereunder. (b) In the event that a credit is to be applied in favor of the Buyer pursuant to the terms of Section 9.1(a), the Delinquent Receivables Amount to be so credited shall be deducted pro rata from the payments then outstanding under Note 1, such that the amount to be applied as a credit in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (or part thereof or interest thereinSection 9.1(a) shall be in danger divided by the number of being soldpayments which remain outstanding under Note 1 as of the Section 9.1 Adjustment Date, forfeited, terminated, cancelled or lost or there and the quotient so obtained shall be any danger of the Lien of any Security Instrument being primed by any related Lien that is not a Permitted Encumbrancededucted from each payment then outstanding under Note 1.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (providedPROVIDED, howeverHOWEVER, that Borrower is not 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 hereof). Except for Permitted EncumbrancesIf Borrower pays or causes to be paid all Taxes and Other Charges and provides a copy of the receipt evidencing the 33 payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event Borrower is permitted to do so under the provisions of Default has occurred and remains uncuredany mortgage or deed of trust superior in lien to the Mortgage; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (providedPROVIDED, howeverHOWEVER, that Borrower is not 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 hereof). Except for Permitted EncumbrancesIf Borrower pays or causes to be paid all Taxes and Other Charges and provides a copy of the receipt evidencing the payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly 37 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event Borrower is permitted to do so under the provisions of Default has occurred and remains uncuredany mortgage or deed of trust superior in lien to the Mortgage; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall 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, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 Taxes, Liens or Other Charges (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiiiv) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes Taxes, Liens, or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (vvi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vivii) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will deliver to Any Advance by 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 Other Charges would otherwise such purpose, except Borrower's Deposit, shall be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment part of the Taxes Loan and Other Charges shall be secured by the Loan Documents. Subject to Borrower's right to contest a claim pursuant to Section 4.22 hereof, Borrower hereby authorizes Lender, following at least five (5) business days' prior written notice to Borrower, to hold. use. disburse, and apply the date Loan and the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts Borrower's Deposit for payment of Taxes in costs of construction of the event that such Taxes have been paid by Lender pursuant Improvements, expenses incident to Section 7.2 hereof). Except for Permitted Encumbrances, Borrower shall not suffer the Loan and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided the payment or performance of any obligation of Borrower hereunder, including, without limitation, interest on the Loan, any Loan fees owing to Lender, legal fees of Lender's attorneys which are payable by Borrower, and such other sums as may be owing from time to time by Borrower to Lender with respect to the PropertyLoan. After Such payments may be made, at the option of Lender following at least five (5) business days' prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted (a) debiting or charging Borrower's Loan account in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of such payments without first disbursing such amounts to Borrower, or (b) advancing all or any such Taxes or Other Charges or part of the amount of such payments to Borrower and then invoicing Borrower therefor. No further direction or authorization from Borrower shall be necessary to discharge any Lien or warrant such direct Advances and all such Advances shall satisfy any charge that may become a Lien or charge against pro tanto the Propertyobligations of Lender hereunder and shall be secured by the Loan Documents as fully as if made directly to Borrower. Notwithstanding the other provisions of this paragraph, together with all costsnothing in this Agreement is intended to be for the benefit of, interest and penalties which nor may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes enforced by. nor should be relied upon by, any person, firm or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrancecorporation other than Borrower.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the PropertyProperty (except for Permitted Encumbrances), and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish deposit with Lender such security as may be required in the proceeding, or as may be reasonably requested by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall 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, that Borrower is not 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 7.3 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or became become a Lien lien or charge against the its Property, and shall promptly pay for all utility services provided to the its Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiiiv) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (vvi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vivii) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish or cause Master 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, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer suffer, and shall promptly cause to be paid and discharged discharged, any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay or cause Master Lessee to pay for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower or Master Lessee, at its Borrower’s or Master Lessee’s 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.;

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not 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 6.2 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property; however, and shall promptly pay for all utility services provided to the Property. After after prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be reasonably requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof other security held by Lender to the claimant entitled thereto at any time when, in the reasonable good faith judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (; provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the PropertyProperties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iiic) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall promptly upon final receipt of a final, non-appealable determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vif) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is finally established or the any Individual Property (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 Security Instrument Mortgage being primed by any related Lien that is not a Permitted EncumbranceLien.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish furnish, or shall cause to furnish, to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not 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 6.2 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the PropertyProperty (except Permitted Encumbrances), and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be reasonably requested approved by Lender, in an amount equal to one hundred fifteen percent (115%) of the contested amount, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. The Borrower will deliver and each Lender irrevocably authorizes the Issuing Bank to honor draws on each Facility Letter of Credit by the beneficiary thereof in accordance with its terms. Any action taken or omitted to be taken by the Issuing Bank under or in connection with any Facility Letter of Credit, if taken or omitted in the absence of willful misconduct or gross negligence, shall not (i) put the Issuing Bank under any resulting liability to Borrower or any Lender, (ii) relieve Borrower of any of its obligations hereunder to the Issuing Bank or the Lenders or (iii) provided that such Lender receipts for payment has not given a notice contemplated by SECTION 3.6(a) that continues in full force and effect, relieve any Lender of its obligations hereunder to the Issuing Bank. In determining whether to pay under any Facility Letter of Credit, the Issuing Bank shall have no obligation relative to the Lenders or Borrower other evidence satisfactory than to Lender confirm that the Taxes and Other Charges any documents required to be delivered under such Letter of Credit appear to have been so paid or are not then delinquent no later than ten (10) days prior delivered, and that they appear to comply on their face with the date on which requirements of such Letter of Credit. Without limiting the Taxes and Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment generality of the Taxes foregoing, the Agent and Other Charges prior the Issuing Bank shall be entitled to the date the same shall become delinquent (provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Propertyrely, and shall promptly pay for be fully protected in relying upon, any Facility Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Agent or the Issuing Bank. The Agent and the Issuing Bank shall in all utility services provided to cases be fully protected by the Property. After prior written notice to LenderLenders in acting, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15refraining from acting, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, 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 a request of the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder Majority Lenders, and such proceeding request and any action taken or failure to act pursuant thereto shall be conducted in accordance with binding upon the Lenders and all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger future holders of the Lien of any Security Instrument being primed by any related Lien that is not a Permitted EncumbranceNotes.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (providedPROVIDED, howeverHOWEVER, that Borrower is not 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 1.1 hereof). Except for Permitted EncumbrancesIf Borrower pays or causes to be paid all Taxes and Other Charges and provides a copy of the receipt evidencing the payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the its Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event Borrower is permitted to do so under the provisions of Default has occurred and remains uncuredany mortgage or deed of trust superior in lien to the Mortgage; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final 37 determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall 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, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiid) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ive) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vig) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument the Mortgage being primed by any related Lien that is not a Permitted EncumbranceLien.

hereof. Borrower will deliver to Any Advance by 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 Other Charges would otherwise such purpose, except Borrower's Deposit, shall be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment part of the Taxes Loan and Other Charges shall be secured by the Loan Documents. Subject to Borrower's right to contest a claim pursuant to Section 4.22 hereof, Borrower hereby authorizes Lender, following at least five (5) business days' prior written notice to Borrower, to hold, use, disburse, and apply the date Loan and the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts Borrower's Deposit for payment of Taxes in costs of construction of the event that such Taxes have been paid by Lender pursuant Improvements, expenses incident to Section 7.2 hereof). Except for Permitted Encumbrances, Borrower shall not suffer the Loan and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided the payment or performance of any obligation of Borrower hereunder, including, without limitation, interest on the Loan, any Loan fees owing to Lender, legal fees of Lender's attorneys which are payable by Borrower, and such other sums as may be owing from time to time by Borrower to Lender with respect to the PropertyLoan. After Such payments may be made, at the option of Lender following at least five (5) business days' prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted (a) debiting or charging Borrower's Loan account in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of such payments without first disbursing such amounts to Borrower, or (b) advancing all or any such Taxes or Other Charges or part of the amount of such payments to Borrower and then invoicing Borrower therefor. No further direction or authorization from Borrower shall be necessary to discharge any Lien or warrant such direct Advances and all such Advances shall satisfy any charge that may become a Lien or charge against pro tanto the Propertyobligations of Lender hereunder and shall be secured by the Loan Documents as rally as if made directly to Borrower. Notwithstanding the other provisions of this paragraph, together with all costsnothing in this Agreement is intended to be for the benefit of, interest and penalties which nor may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes enforced by, nor should be relied upon by, any person, firm or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrancecorporation other than Borrower.

hereof. Borrower will shall 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 furnish or cause Master Tenant 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, that Borrower is not required to furnish such receipts for payment of Taxes in the event that if such Taxes have been paid by Lender pursuant to Section 7.2 hereofhereof and Lender has received receipts from the relevant taxing authority). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay or cause Master Tenant to pay for all utility services provided to the Property. After prior written notice to Lender, BorrowerBorrower or Master Tenant, at its Borrower’s or Master Tenant’s 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, 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 the provisions of any other instrument to which Borrower and/or Master Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in impending danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower Borroweror Master Tenant shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or (if no security is required in the proceeding) as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender (x) may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 the Security Instrument being primed by any related Lien Lien, (y) shall make such security available to Borrower or Master Tenant, as the case may be, to satisfy any obligation that may be payable by it in connection with the matter so contested, and (z) provided that no Event of Default has occurred and is not a Permitted Encumbrancecontinuing, shall release any balance of such security to Borrower or Master Tenant, as the case may be.

hereof. Borrower will 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 two (102) days Business Days prior to the date on which the Taxes and and/or Other Charges would otherwise be delinquent or penalties or interest would accrue if not paid. Borrower shall 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, that Borrower is not 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 6.2 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or became become a Lien lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiiiv) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (vvi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vivii) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will deliver to Lender receipts for payment (a) The Trustee (i) may execute any of the trusts or other evidence satisfactory to Lender that the Taxes powers hereof and Other Charges have been so paid perform any of its duties by or are not then delinquent no later than ten through attorneys, agents, receivers or employees, (10ii) days prior shall be entitled to the date on which advice of counsel concerning all matters of trusts or powers hereof and duties hereunder, and (iii) may pay reasonable compensation in all cases to all of those attorneys, agents, receivers and employees reasonably employed by it in connection with the Taxes and Other Charges would otherwise trusts hereof. (b) Except as may be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment required of it in its capacity as assignee of the Taxes and Other Charges prior Corporation under the Facilities Agreement or as specifically provided for elsewhere herein, the Trustee shall not be responsible for: (i) any recital in this Trust Agreement or the Series 2015 Bonds, (ii) the validity, priority, perfection, recording, rerecording, filing or refiling of this Trust Agreement or any Supplemental Agreement, the Facilities Agreement or any financing statement with respect to the date the same shall become delinquent (Trust Estate; provided, however, that Borrower upon the receipt of any opinion under Section 5.5(b) of the Facilities Agreement, the Trustee agrees to cooperate with the City and the Corporation and to take such action as is not required to furnish be taken in accordance with such receipts opinion, (iii) any instrument or document of further assurance or collateral assignment, (iv) any financing statements, amendments thereto or continuation statements, (v) insurance of any of the Real Property, Project Facilities or collection of insurance moneys, (vi) the validity of the execution by the Corporation of this Trust Agreement, any Supplemental Agreement or instruments or documents of further assurance, (vii) the sufficiency of the security for payment the Series 2015 Bonds executed and delivered hereunder or intended to be secured hereby, (viii) the value of Taxes or title to the Real Property or Project Facilities or (ix) the maintenance of the security hereof, except that, in the event that such Taxes the Trustee enters into possession of a part or all of the Real Property or Project Facilities pursuant to any provision of the Facilities Agreement or any other instrument or document collateral thereto, the Trustee shall use due diligence in preserving that property. The Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, agreements or obligations on the part of the Corporation or the City under the Facilities Agreement except as set forth hereinafter; but the Trustee may require of the Corporation or the City full information and advice as to the observance or performance of those covenants, agreements and obligations. (c) The Trustee shall not be accountable for the application by the City or any other Person of the proceeds of the Series 2015 Bonds. (d) The Trustee shall be protected and shall incur no liability, in the absence of bad faith on its part, in acting or proceeding, or in not acting or not proceeding upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably believed by it to be genuine and correct and to have been paid signed or sent by Lender the proper Person or Persons. The Trustee is under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instruments. Any action taken by the Trustee pursuant to this Trust Agreement upon the request or authority or consent of any Person who is the Holder of any Bond at the time of making, the request or giving the authority or consent, shall be conclusive and binding upon all future Holders of the same Bond and of Bonds executed and delivered in exchange therefor or in place therefor. (e) As to the existence or nonexistence of any fact for which the Corporation or the City may be responsible or as to the sufficiency or validity of any instrument, document, report, paper or proceeding, the Trustee, in the absence of bad faith on its part, shall be entitled to rely upon a certificate signed on behalf of the Corporation by a Corporation Representative or the City by a City Representative as sufficient evidence of the facts recited therein. Prior to the occurrence of a default or Event of Default of which the Trustee has been notified or is deemed to have notice as provided in paragraph (f) of this Section 7.2 hereof). Except for Permitted Encumbrances6.2, Borrower the Trustee may accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient; provided, that the Trustee in its discretion may require and obtain any further evidence which it deems to be necessary or advisable; and, provided further, that the Trustee shall not suffer and be bound to secure any further evidence. (f) The Trustee shall promptly cause not be required to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Propertytake notice, and shall promptly pay for all utility services provided not be deemed to the Property. After prior written notice to Lenderhave notice, Borrower, at its 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 default or Other Charges (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, provided that (i) no Event of Default has occurred and remains uncured; (iiwith respect to the Series 2015 Bonds, except Events of Default described in Section 7.1(a) such proceeding hereof, unless the Trustee shall be permitted under and be conducted notified specifically of the default or Event of Default in accordance with a written instrument or document delivered to it by the provisions City or the Holders of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger at least 10% of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the aggregate principal amount of any such Taxes or Other Charges or Outstanding Bonds. In the amount necessary to discharge any Lien or satisfy any charge that may become absence of delivery of a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lendernotice satisfying those requirements, the entitlement Trustee may assume conclusively that there is no default or Event of such claimant is finally established or the Property (or part thereof or interest therein) shall be in danger of being soldDefault, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Security Instrument being primed by any related Lien that is not a Permitted Encumbranceexcept as noted above.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to LenderAdministrative Agent, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty or Borrower shall have paid the same (or shall cause the same to be paid) under protest; and (vi) unless Borrower is required to deposit the same with the relevant Governmental Authority, Borrower shall deposit with Administrative Agent or Borrower shall furnish such security as may be required in the proceeding, or cash, or other security as may be reasonably requested required by LenderAdministrative Agent, in an amount equal to one hundred ten percent (110%) of the contested amount (less any amount deposited with the relevant Governmental Authority), to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender Administrative Agent may pay over any such cash deposit or part thereof other security held by Lender Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of LenderAdministrative Agent, the entitlement of such claimant is finally established. -92- (b) Borrower shall timely pay prior to delinquency, all Taxes (other than Property Taxes) levied or imposed upon it or its properties, income or assets, except those that are being contested in good faith by appropriate proceedings, diligently conducted and for which adequate reserves have been established or on the Property (or part thereof or interest therein) shall be books of Borrower in danger of being soldaccordance with Accounting Principles. Borrower shall, forfeited, terminated, cancelled or lost or there shall be any danger of throughout the Lien duration of any Security Instrument being primed by obligation under any related Lien that is not Loan Document, remain a Permitted Encumbrancedisregarded entity.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (providedPROVIDED, howeverHOWEVER, that Borrower is not 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 hereof). Except for Permitted EncumbrancesIf Borrower pays or causes to be paid all Taxes and Other Charges and provides a copy of the receipt evidencing the payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event Borrower is permitted to do so under the provisions of Default has occurred and remains uncuredany mortgage or deed of trust superior in lien to the Mortgage; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.and

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall 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, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, 1948 as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the an Individual Property, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the an Individual Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the an Individual Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the any Individual Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (providedPROVIDED, howeverHOWEVER, that Borrower is not 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 hereof). Except for Permitted EncumbrancesIf Borrower pays or causes to be paid all Taxes and 39 Other Charges and provides a copy of the receipt evidencing the payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the its Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event of Default has occurred and remains uncuredintentionally omitted; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivd) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vif) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be reasonably requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon; and (g) such contest by Borrower is not in violation of Leases or Operating Agreements. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will shall 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 paidpaid (provided, however, Borrower is not required to furnish such receipts for payment of Taxes and Other Charges if such Taxes and Other Charges have been paid by Lender pursuant to Section 7.2 hereof). Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that if such Taxes have been paid by Lender pursuant to Section 7.2 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the any Individual Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its Borrower’s 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower shall furnish such have set aside adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid the contested Taxes under protest; and (vii) Borrower shall have furnished the security as may be is required in the proceeding, or, if Borrower shall have not previously paid all of the contested Taxes under protest or furnished the security required pursuant to clause (vii)(A), as may be reasonably requested by Lender, Lender to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Propertycontested Taxes, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the applicable Individual Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of any the Security Instrument being primed by any related Lien that is not a Permitted EncumbranceLien.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, other than Permitted Encumbrances and shall promptly pay for all utility services provided to the PropertyLiens in favor of Lender. After prior written notice to Lender, BorrowerBorrower or Operating Lessee, at its own sole cost and 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, Charges; provided that (ia) no Event of Default has occurred and remains uncuredoutstanding; (iib) such proceeding shall be permitted under and be conducted in accordance with the applicable or governing provisions of any other instrument to which Borrower Borrower, Operating Lessee or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iiic) no neither the Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivd) Borrower or Operating Lessee shall promptly upon final non-appealable determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vif) Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be reasonably requested by LenderLender (not to exceed 125% of the amount in dispute plus any estimated interest, penalties, fees, or other charges that may accrue during such contest), to insure ensure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties penalties, if any, thereon. Lender may pay over over, assign or transfer any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien of any Security Instrument being primed by any related Lien that is not a Permitted Encumbrancelost.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender 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 (delinquent; provided, however, that Borrower is not 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 6.2 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own sole cost and 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, Charges; provided that (ia) no monetary or material non-monetary Default nor any Event of Default has occurred and remains uncuredoutstanding; (iib) intentionally omitted; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (iiid) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ive) Borrower shall shall, subject to any stay pending an appeal, if any, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (vf) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vig) Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure ensure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon; and (h) such contest by Borrower is not in violation of the Leases. Lender may pay over over, assign or transfer any such cash deposit security or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost or there shall be any danger of the Lien of any the Security Instrument being primed by any related Lien that is not a Permitted EncumbranceLien.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (; provided, however, that (i) Borrower is not required to furnish such receipts for payment of Taxes and Other Charges in the event that such Taxes and Other Charges have been paid by Lender pursuant to Section 7.2 9.2 hereof), and (ii) if the tenant under a Lease is required to pay such Taxes or Other Charges directly to the applicable Governmental Authority and Borrower timely requests and diligently pursues evidence of such payment, and further provided that no enforcement action has been commenced by the applicable Governmental Authority resulting from any tenant’s failure to pay Taxes or Other Charges, then Borrower shall have an additional thirty (30) day period to provide such evidence to Lender. Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the PropertyProperty (other than Permitted Encumbrances), and shall promptly pay for or cause to be paid all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 Lien, Taxes or Other Charges (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against with respect to the Property, provided that the following conditions are satisfied: (ia) no Event of Default has occurred and remains uncured; (iib) Borrower is permitted to contest under the provisions of any document or agreement affecting the Property; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.in

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is not 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 hereof). Except for Permitted EncumbrancesIf Borrower pays or causes to be paid all Taxes and Other Charges and provides a copy of the receipt evidencing the payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event Borrower is permitted to do so under the provisions of Default has occurred and remains uncuredany mortgage or deed of trust superior in lien to the Mortgage; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Each Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien liens or charge whatsoever which may be or became a Lien or charge charges against the PropertyProperties, and shall promptly pay for all utility services provided to the Propertyexcept Permitted Encumbrances. After prior written notice to Lender, each Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property none of the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) each Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Property; and (vi) upon request of Lender, each Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be reasonably requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section SECTION 7.2 hereof). Except for Permitted EncumbrancesIf Borrower pays or causes to be paid all Taxes and Other Charges and provides a copy of the receipt evidencing the payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event Borrower is permitted to do so under the provisions of Default has occurred and remains uncuredany mortgage or deed of trust superior in lien to the applicable Mortgage; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor any part thereof or interest therein will be in immediate danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.;

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (, provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in if the event that Tenant under a Lease pays such Taxes or Other Charges directly to the applicable authority and Borrower timely requests and diligently pursues evidence of payment, and further provided that no enforcement action has been commenced by the applicable authority resulting from such Tenant’s failure to pay Taxes or Other Charges, Borrower shall have been paid by Lender pursuant an additional thirty (30) day period to Section 7.2 hereof)provide such evidence to Lender. Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the PropertyProperty (other than Permitted Encumbrances), and shall promptly pay for or cause to be paid all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiiiv) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (vvi) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vivii) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument the Mortgage being primed by any related Lien that is not a (other than Permitted EncumbranceEncumbrances). Notwithstanding the foregoing provisions of this Section 5.1.2, to the extent the Academy Lease remains in effect and Academy remains liable for the obligations under the Academy Lease, the right to contest the validity, applicability or amount of any asserted tax or assessment shall be governed by the Academy Lease.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall 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, that Borrower is not 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 SECTION 7.3 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien lien or charge whatsoever which may be or became become a Lien lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiiiv) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.;

hereof. The Borrower will deliver and the Parent hereby waive the right to Lender receipts contest the jurisdiction and venue of the courts located in the State of New York on the ground of inconvenience or otherwise. The provisions of this Section 10.10 shall not limit or otherwise affect the right of the Borrower or the Parent to institute and conduct action in any other appropriate manner, jurisdiction or court. Neither the Borrower nor the Parent nor any other Person liable 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 Indebtedness to the date on which Agent Bank or the Taxes and Other Charges would otherwise be delinquent if not paid. Lenders referred to herein, nor any assignee, successor, heir or personal representative of the Borrower or the Parent or any such other Person shall furnish to Lender receipts seek a jury trial in any proceeding based upon or arising out of this Agreement, any Note, any other document executed in connection herewith, any collateral for the payment hereof or the dealings or the relationship between or among such Persons, or any of them. Neither the Borrower nor the Parent nor any such Person will seek to consolidate any such action with any action in which a jury trial cannot be or has not been waived. Except as prohibited by law, each party hereto waives any rights it may have to claim or recover in any litigation referred to in this Section 10.10 any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, direct damages. Each party hereto (a) certifies that no representative, agent or attorney of the Taxes and Other Charges prior to the date the same shall become delinquent (providedAgent Bank or a Lender has represented, howeverexpressly or otherwise, that Borrower is not required to furnish such receipts for payment of Taxes the Agent Bank or a Lender would not, in the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that such Taxes have it has been paid by Lender pursuant induced to Section 7.2 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) enter into this Agreement or any other Lien or charge that may become a Lien or charge against document executed in connection herewith, as applicable, by, among other things, the Property, provided that (i) no Event mutual waivers and certifications herein. The provisions of Default has occurred this Section 10.10 have been fully disclosed by the parties hereto and remains uncured; (ii) such proceeding the provisions hereof shall be permitted under and be conducted subject to no exceptions. No party has in accordance any way agreed with or represented to any other party that the provisions of any other instrument to which Borrower is subject and shall this Section 10.10 will not constitute a default thereunder and such proceeding shall be conducted fully enforced in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceinstances.

hereof. Borrower will shall 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 paidpaid (provided, however, Borrower is not required to furnish such receipts for payment of Taxes and Other Charges if such Taxes and Other Charges have been paid by Lender pursuant to Section 7.2 hereof). Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that if such Taxes have been paid by Lender pursuant to Section 7.2 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the any Individual Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its Borrower’s 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower shall furnish such have set aside adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid the contested Taxes under protest; and (vii) Borrower shall have furnished the security (A) as may be is required in the proceeding, or (B) if Borrower shall have not previously paid all of the contested Taxes under protest or furnished the security required pursuant to clause (vii)(A), as may be reasonably requested by Lender, Lender to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Propertycontested Taxes, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the applicable Individual Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of any the Security Instrument being primed by any related Lien that is not a Permitted EncumbranceLien.

hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges with respect the Collateral and/or the Property have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender copies of receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that such Borrower is not 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 hereofhereof or by Mortgage Lender). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Collateral or the Property, and shall cause to be paid promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyProperty or the Collateral, 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 the provisions of any other instrument to which Borrower or Mortgage Borrower, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor none of the Property, the Collateral, or any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyProperty or Collateral, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty or with respect to the Collateral; and (vi) Borrower shall furnish cause to be furnished 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyProperty or Collateral, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property 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 Security Instrument or mortgage with respect to the Property being primed by any related Lien that is not a Permitted Encumbrance. To the extent that Mortgage Borrower satisfied requirements under the Mortgage Loan Documents for the furnishing of security in any such proceeding contesting Taxes or Other Charges, Borrower shall not be required to furnish security hereunder with respect to such proceeding.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not 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 6.2 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiic) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (ivd) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (ve) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vif) Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be reasonably requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon; and (g) such contest by Borrower is not in violation of Leases or Operating Agreements. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not 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 6.2 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) unless Borrower has deposited with the applicable taxing authority sufficient funds required by such authority in order to contest the amount or validity of such Taxes or Other Charges, upon the written request of Lender, Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be reasonably requested approved by Lender, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will deliver shall not suffer and shall promptly cause to Lender receipts for payment be ----------- paid and discharged any lien or other evidence satisfactory charge whatsoever which may be or become a lien or charge against any of the Properties (subject to Lender that the Borrower's right to contest Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior in accordance with this Section 5.1(b)), and shall --------------- promptly pay for all utility services provided to the date on which the Taxes and Other Charges would otherwise be delinquent if not paidProperties. Borrower shall 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, that Borrower is not 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 7.3 ----------- hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event of Default has occurred and remains uncured; , (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust affecting any of the Properties, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; , (iiiiv) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , and (ivv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; . In addition, if the Taxes or Other Charges are not paid in full when the Borrower commences such contest, then the following shall apply: (vA) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; , and (viB) Borrower shall furnish have furnished such security as may be required in the proceeding, or as may be reasonably requested by LenderLender or sufficient funds are on deposit in the Tax and Insurance Escrow Fund to pay any such Taxes or Other Charges pursuant to Section 7.3, to insure ----------- the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceafter Borrower's appeals have been exhausted.

hereof. Borrower will deliver Seller shall retain, on a non-exclusive basis with Purchaser, all rights to Lender receipts for payment or other evidence satisfactory to Lender seek recovery of these amounts from any third party that the Taxes and Other Charges actually may have been so paid responsible for any such losses, and Purchaser shall cooperate with those efforts at no cost or are expense to Purchaser. Notwithstanding anything to the contrary herein contained, to the extent that Purchaser shall have actual knowledge or shall be "deemed to have known" prior to the expiration of the Due Diligence Period that any of the representations and/or warranties made herein by Seller shall be inaccurate, untrue and/or incorrect in any respect, such representations and warranties shall be deemed to have been modified to reflect such knowledge or deemed knowledge, as the case may be. For purposes of this Agreement, Purchaser shall be "deemed to have known" of the existence of a fact or circumstance, to the extent that (a) this Agreement, (b) the Due Diligence Materials listed on Exhibit E, (c) any estoppel certificate executed by any Tenant or Seller and delivered to Purchaser, (d) the Side Letter Agreement, or (e) any tests, studies, reports, analyses, appraisals, verifications and/or evaluations prepared by or for Purchaser or any of Purchaser's Consultants and delivered to Purchaser, or otherwise obtained by Purchaser or any of Purchaser's Consultants, shall disclose a fact or circumstance, or otherwise contain information, that shall be inconsistent in any way with any representation and/or warranty made herein by Seller. If, after the expiration of the Due Diligence Period, but prior to the applicable Closing, Purchaser shall know or be deemed to have known that any of the representations and/or warranties made herein by Seller shall be untrue, inaccurate and/or incorrect in any material respect, Purchaser shall give Seller written notice thereof within five (5) business days of obtaining actual knowledge (but, in any event, prior to the applicable Closing). If, at or prior to the applicable Closing, Seller shall obtain actual knowledge that any of the representations or warranties made herein by Seller shall be untrue, inaccurate and/or incorrect in any material respect, Seller shall give Purchaser written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the applicable Closing). In either such event, Seller shall have the right to cure such breach and shall be entitled to a reasonable adjournment of the Closing (not then delinquent no later than to exceed ten (10) days prior business days) for such purpose. On the other hand, if Seller shall be unable to the date on which the Taxes so cure any such breach, or, if Seller shall elect, in its sole and Other Charges would otherwise be delinquent if absolute discretion, not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (providedcure such breach, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior giving Purchaser written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the Property, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the Property, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbrance.such

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent paid (providedPROVIDED, howeverHOWEVER, that Borrower is not 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 hereof). Except for Permitted EncumbrancesIf Borrower pays or causes to he paid all Taxes and Other Charges and provides a copy of the receipt evidencing the payment thereof to Lender, then Lender shall reimburse Borrower, provided that there are then sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that such Taxes have been paid. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Event Borrower is permitted to do so under the provisions of Default has occurred and remains uncuredany mortgage or deed of trust superior in lien to the Mortgage; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower 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 or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that Borrower is not 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 6.2 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property, and shall promptly pay for all utility services provided Property (but subject to the Propertyforegoing provisions of this Section 4.1.2). After prior written notice to LenderLender (unless subclause (v)(y) of this Section 4.1.2 is applicable), Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lostlost during the pendency of such contest; (iv) unless subclause (v)(y) of this Section 4.1.2 is applicable, Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) either (x) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty or (y) Borrower shall have paid or discharged by bond Or otherwise all of the Taxes or Other Charges under protest; and (vi) unless subclause (v)(y) of this Section 4.1.2 is applicable, Borrower shall furnish have furnished such security (if any) as may be required in the proceeding, or as may be reasonably requested by Lender, Lender to insure the payment of any such contested Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to LenderAdministrative Agent, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the PropertyProperty or Borrower shall have paid the same (or shall cause the same to be paid) under protest; and (vi) unless Borrower is required to deposit the same with the relevant Governmental Authority, Borrower shall deposit with Administrative Agent or Borrower shall furnish such security as may be required in the proceeding, or cash, or other security as may be reasonably requested required by LenderAdministrative Agent, in an amount equal to one hundred ten percent (110%) of the contested amount (less any amount deposited with the relevant Governmental Authority), to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender Administrative Agent may pay over any such cash deposit or part thereof other security held by Lender Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of LenderAdministrative Agent, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 and/or Other Charges would otherwise be delinquent if not paid. Borrower shall 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, that Borrower is not 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 hereof). Except for Permitted Encumbrances, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or became become a Lien or charge against the PropertyProperties, and shall promptly pay for all utility services provided to the PropertyProperties. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyProperties, 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 the provisions of any applicable Ground Lease and any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyProperties, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower 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 Charges, or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyProperties, 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 reasonable judgment of Lender, the entitlement of such claimant is finally established or the any Individual Property (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 Security Instrument Mortgage being primed by any related Lien that is not a Permitted EncumbranceLien.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to not later than the date the same shall would otherwise become delinquent (delinquent; provided, however, that Borrower is not 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 3.1 hereof). Except for Permitted Encumbrances, Borrower shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien lien or charge against the Property, and shall promptly pay for all utility services provided to the Propertyexcept Permitted Encumbrances. After prior written notice to Lender, Borrower, at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any other Lien or charge that may become a Lien or charge against the PropertyCharges, 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 the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) to the extent such contested Taxes or Other Charges have not been paid (under protest or otherwise) or to the extent security is not required to be paid or posted in connection with the legal proceeding, Borrower shall furnish such deposit with Lender cash, or other security as may be required in the proceeding, or as may be reasonably requested approved by Lender, in an amount equal to 125% of the contested amount, to insure the payment of any such Taxes or Other Charges or the amount necessary to discharge any Lien or satisfy any charge that may become a Lien or charge against the PropertyCharges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof 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 finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.

hereof. Borrower will 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 Other Charges would otherwise be delinquent if not paid. Borrower and/or Security Guarantor shall furnish to Lender Agent receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (delinquent; provided, however, that neither Borrower nor Security Guarantor is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender Agent pursuant to Section 7.2 6.2 hereof). Except for Permitted Encumbrances, Neither Borrower nor Security Guarantor shall not permit or suffer and shall promptly cause to be paid and discharged discharge any Lien or charge whatsoever which may be or became a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to LenderAgent, BorrowerBorrower and/or Security Guarantor, in each case at its 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 (other than the casino franchise fee imposed by Act No. 221 of May 15, 1948, as amended, of the Commonwealth of Puerto Rico) or any workers’, mechanics’ or other Lien or charge that may become a Lien or charge against similar Liens with respect to the Property, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower and/or Security Guarantor shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount necessary other amounts giving rise to discharge any Lien or satisfy any charge that may become such a Lien or charge against the PropertyLien, together with all costs, interest and penalties which may be payable in connection therewith; (v) if such contest relates to Taxes or Other Charges, such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower and/or Security Guarantor shall furnish such deposit with Agent cash, or other security as may be required approved by Agent, in an amount equal to one hundred ten percent (110%) of the proceeding, contested amount (less any amount being held as Reserve Funds for such Taxes or as may be reasonably requested by LenderOther Charges), to insure the payment of any such Taxes or Other Charges or the amount necessary other amounts giving rise to discharge any Lien or satisfy any charge that may become a Lien or charge against the Propertysuch Lien, together with all interest and penalties thereon. Lender Agent may pay over any such cash deposit or part thereof other security held by Lender Agent to the claimant entitled thereto at any time when, in the reasonable judgment of LenderAgent, the entitlement of such claimant is finally established or the Property (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 Security Instrument being primed by any related Lien that is not a Permitted Encumbranceestablished.