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5. Fund for Taxes. Assessments and Insurance.
<br />a. Unless waived in writing by Mortgagee, Mortgagor shall pay to Mortgagee on the day installments of principal
<br />and interest are payable under the Note, or on such other day of the month Mortgagee may direct until the Indebtedness is paid
<br />in full, a sum equal to one -twelfth of the yearly taxes and assessments levied against the Mortgaged Property, plus one -twelfth
<br />of the annual premiums for the insurance required by paragraph 3 hereof, all as estimated initially and from time to time by
<br />Mortgagee, to be applied by Mortgagee to pay said taxes, assessments and insurance premiums (such amounts being hereafter
<br />referred to as the "Funds"). Mortgagee shall apply the Funds to pay said taxes, assessments and insurance premiums so long as
<br />the amount of Funds held by Mortgagee is sufficient to make such payments. No earnings or interest shall be payable to
<br />Mortgagor on the Funds. Such Funds shall not be, nor be deemed to be trust funds, and Mortgagee shall have the right to hold
<br />the Funds in any manner Mortgagee elects and may commingle the Funds with other monies held by Mortgagee.
<br />b. If the amount of the Funds held by Mortgagee shall exceed at any time the amount deemed necessary by
<br />Mortgagee to provide for the payment of taxes, assessments and insurance premiums, such excess -shall, at the option of
<br />Mortgagee, either be promptly repaid to Mortgagor or be credited to Mortgagor on the next monthly installments of Funds due.
<br />If at any time the amount of the Funds held by Mortgagee shall be less than the amount deemed necessary by Mortgagee to pay
<br />taxes, assessments and insurance premiums as they fall due, Mortgagor shall promptly pay to Mortgagee any amount necessary
<br />to make up the deficiency upon notice from Mortgagee to Mortgagor requesting payment thereof. The Funds are pledged as
<br />additional security for the Indebtedness.
<br />c. Upon the occurrence of any Event of Default (as defined in Paragraph 21 hereof), Mortgagee may apply in any
<br />order as Mortgagee shall determine in its sole discretion, any Funds held by Mortgagee at the time of application to pay taxes,
<br />assessments and insurance premiums which are then or will thereafter become due or as a credit against the Indebtedness. Upon
<br />payment in full of all Indebtedness, Mortgagee shall promptly refund any Funds held by Mortgagee.
<br />d. Any waiver by Mortgagee of the requirements of this paragraph 5 may be revoked without prior notice by
<br />Mortgagee at any time for any reason.
<br />6. Payment of Utility Charges. Subject to paragraph 8 relating to contests, Mortgagor shall pay all charges
<br />(exclusive of charges which are the obligations of tenants do pay) made by utility companies, whether public or private, for
<br />electricity, gas, heat, water or sewer, furnished or used in connection with the Mortgaged Property or any part thereof, and shall,
<br />upon written request of Mortgagee, furnish proper receipts evidencing such payment.
<br />7. Liens. Subject to paragraph 8 hereof relating to contests, Mortgagor shall not create, incur or suffer to exist any
<br />lien, encumbrance or charge filed of record against the Mortgaged Property or the Revenues and Income or any part thereof,
<br />other than the lien of current real estate taxes and installments of special assessments with respect to which no penalty is yet
<br />payable and the Prior Permitted Encumbrances. Mortgagor shall pay, when due, the claims of all persons supplying labor or
<br />materials to or in connection with the Mortgaged Property. Mortgagor shall pay all expenses and attorney fees incurred by
<br />Mortgagee by reason of litigation with any third party for the protection of the lien of this Mortgage or the preservation of the
<br />Mortgaged Property.
<br />8. Permitted Contests. Mortgagor shall not be required to (i) pay any tax, assessment or other charge referred to in
<br />paragraph 4 hereof, (ii) pay any charge referred to in paragraph 6 hereof, (iii) discharge or remove any lien, encumbrance or
<br />charge referred to in paragraph 7 hereof, or (iv) comply with any statute, law, rule, regulation or ordinance referred to in
<br />paragraph 9 hereof, so long as Mortgagor shall (a) contest, in good faith, the existence, amount or the validity thereof, the amount
<br />of damages caused thereby or the extent of Mortgagor's liability therefor, by appropriate proceedings which shall operate during
<br />the pendency thereof to prevent (A) the collection of, or other realization upon the tax, assessment, charge or lien, encumbrance
<br />or charge so contested, (B) the sale, forfeiture or loss of the Mortgaged Property or any part thereof, and (C) any interference
<br />with the use or occupancy of the Mortgaged Property or any part thereof, and (b) shall give such security to Mortgagee as may
<br />be reasonably demanded by Mortgagee to insure compliance with the foregoing provisions of this paragraph 8. Mortgagor shall
<br />give prompt written notice to Mortgagee of the commencement of any contest referred to in this paragraph 8.
<br />9. Preservation and Maintenance of Mortgaged Pronertv. Mortgagor (i) shall keep the buildings and other
<br />Improvements now or hereafter erected on the Land in safe and good repair and condition, ordinary depreciation excepted, (ii) shall
<br />constantly maintain the parking and landscaped areas of the Mortgaged Property, (iii) shall not commit waste or permit impairment
<br />or deterioration of the Mortgaged Property, (iv) shall not alter or permit the alteration by any tenant of the design or structural
<br />character of any building now or hereafter erected on the Land or hereafter construct, or permit any tenant to construct additions to
<br />existing buildings or additional buildings on the Land, without the prior written consent of Mortgagee, (v) shall not remove or
<br />permit removal from the Land of any of the fixtures or personal property included in the Mortgaged Property unless the same is
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