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<br />in any way as relieving, modifying or extending the Grantor’s covenant to pay any such taxes,
<br />assessments or charges at the time and in the manner provided in this Section 1.08, unless the Grantor has
<br />given prior written notice to the Controlling Person of the Grantor’s intent to so contest or object to a tax,
<br />assessment or charge, and unless, at the Controlling Person’s sole option, (i) the Grantor shall
<br />demonstrate to the Controlling Person’s satisfaction that the proceedings to be initiated by the Grantor
<br />shall conclusively operate to prevent the sale of the Property, or any part thereof, to satisfy such tax,
<br />assessment or charge prior to final determination of such proceedings; and (ii) the Grantor shall furnish a
<br />good and sufficient bond or surety as requested by and satisfactory to the Controlling Person; and (iii) the
<br />Grantor shall demonstrate to the Controlling Person’s satisfaction that the Grantor has provided a good
<br />and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale.
<br />(c) The Grantor hereby agrees to pay and indemnify the Beneficiary, the Fiscal
<br />Agent, the Noteowners and the Controlling Person from the payment of all documentary stamp taxes and
<br />intangible taxes that may be levied upon the holder of the Secured Obligations , the indebtedness
<br />evidenced by the other Funding Loan Documents, the making or recording of this Mortgage or any
<br />evidence of indebtedness secured hereby, or, except as otherwise expressly provided therein, the
<br />transactions contemplated by the Borrower Loan Agreement, this Mortgage or any of the other Funding
<br />Loan Documents, including interest, penalties and costs. The Grantor agrees to pay the Beneficiary and
<br />the Controlling Person reasonable attorneys’ fees and costs incurred in connection with any inqui ry from
<br />or assertion by governmental authority that any such taxes have not been paid promptly when due.
<br />Section 1.09. Utilities. The Grantor shall pay or cause to be paid prior to delinquency all utility
<br />charges incurred by the Grantor for the benefit of the Premises or which may become a charge or lien
<br />against the Premises for gas, electricity, water or sewer services furnished to the Premises and all other
<br />assessments or charges of a similar nature, whether public or private, affecting or related to the Premises
<br />or any portion thereof, whether or not such taxes, assessments or charges are or may become liens
<br />thereon. The Grantor may contest any such charge in good faith and by appropriate proceedings promptly
<br />initiated and diligently conducted if (i) such proceedings do not in the opinion of the Controlling Person
<br />involve the risk of the sale, forfeiture or loss of the Property subject to such lien or interfere with the
<br />operation of the Premises, (ii) the Grantor shall have established a reserve or made other appropr iate
<br />provision as requested by and satisfactory to the Controlling Person, and (iii) any foreclosure, distraint,
<br />sale or other similar proceedings shall have been effectively stayed.
<br />Section 1.10. Actions Affecting Property. The Grantor shall give the Beneficiary and the
<br />Controlling Person prompt written notice of the assertion of any claim with respect to, or the filing of any
<br />action or proceeding purporting to affect, the Property, the security of this Mortgage or the rights or
<br />powers of the Beneficiary. The Grantor shall appear in and contest, in accordance with the direction of
<br />the Controlling Person, any such action or proceeding and shall pay all costs and expenses, including
<br />costs of evidence of title and attorneys’ fees, in any such action or proceeding.
<br />Section 1.11. Actions by the Beneficiary to Preserve Property. If an Event of Default occurs
<br />(or prior to an Event of Default if the Controlling Person determines in its sole judgment that the same is
<br />necessary to preserve the Premises or the lien of this Mortgage or the ot her Funding Loan Documents
<br />thereon or on any other collateral securing the Secured Obligations, or is necessary to protect the life,
<br />health or safety of any persons on or near the Premises or the property of any such person), the
<br />Controlling Person in its reasonable discretion, without obligation to do so and without releasing the
<br />Grantor from any obligation, and, except as provided in the next succeeding sentences, may make any
<br />such payment, or perform any other act or take any appropriate action, including, without limitation, entry
<br />on the Premises and performance of work thereon, or direct the Beneficiary to do the same in such
<br />manner and to such extent as it may deem necessary to protect the security hereof. The Beneficiary shall
<br />use reasonable efforts to notify the Grantor prior to making any such payment or doing any such act;
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