Common use of Contests Clause in Contracts

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the contrary herein containedextent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Mortgagor Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon participate in the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice conduct of any Contested Lien to proceedings controlled by the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such Contested Lien shall be determined adverse contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the Mortgagor, extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) forthwith upon demand by the Lender ifsettlement or compromise does not, in the reasonable opinion of the LenderIndemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and notwithstanding the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidinterest-free loan.

Contests. Notwithstanding anything (a) Nothing in this Agreement shall be construed to prevent the General Partner from contesting in good faith, as the tax matters partner of Parent OP in accordance with the OP Agreement, any claim that, if successful, would result in an indemnity payment pursuant to Section 6. (b) The LVP Parties shall provide written notice to Parent OP promptly after learning of any audit or other proceeding involving a LVP Party for which Parent OP could have an indemnification obligation under Section 6 (a “Proceeding”). Failure to provide prompt written notice of a Proceeding shall preclude any indemnity hereunder to the contrary herein containedextent Parent OP is materially prejudiced thereby. (i) Upon receipt of notice of a Proceeding, Parent OP shall either (i) assume the conduct and control of the settlement or defense of such Proceeding, and the LVP Parties shall cooperate with Parent OP in connection therewith (including, for example, signing a power of attorney with respect to such Proceeding) or (ii) advise the LVP Parties that it does not wish to control such Proceeding, in which case Parent OP shall bear all costs and expenses of a nationally recognized law firm retained to represent the LVP Parties in such Proceeding, which counsel shall be reasonably acceptable to Parent OP. In either event, the Mortgagor party not controlling the Proceeding shall be given the right to participate in such Proceeding, at its own expense. So long as Parent OP is reasonably contesting any Proceeding, the LVP Parties (or their Indirect Owners) shall not pay or settle any such Proceeding without the consent of Parent OP, which consent may be withheld in Parent OP’s sole discretion. (ii) Subject to Section 12(b)(iii), (a) a final determination under Section 1313 of the Code of the claim underlying the Proceeding shall be binding on Parent OP and the LVP Parties and (b) if the LVP Parties are found liable for the Taxes that were the subject of the Proceeding, and it is determined that such Taxes were caused by Parent OP’s breach of this Agreement, Parent OP shall promptly pay the LVP Parties the amount payable pursuant to Section 6 of this Agreement. (iii) Notwithstanding the foregoing, if either Parent OP or the LVP Parties disputes the finding with respect to causation, Parent OP shall select a nationally recognized accounting firm or law firm experienced in tax protection matters and reasonably acceptable to Representative (the “Dispute Firm”) to review the indemnification claim and the applicable provisions of this Agreement. The Dispute Firm shall have fifteen (15) business days (or such additional time as the Dispute Firm determines is reasonably necessary) to review such materials and deliver to Parent OP and Representative its determination of whether any amount is due under this Agreement. The determination of the Dispute Firm shall be final and binding on the parties to this Agreement, and Parent OP shall promptly pay over to the LVP Parties such amounts determined by the Dispute Firm to be due under this Agreement and the LVP Parties shall have no further recourse against Parent OP for the indemnification claim with respect to which such amounts have been paid. Parent OP shall bear all costs and expenses of the Dispute Firm; provided, the LVP Parties shall bear such costs if Parent OP is found to have no liability pursuant to this Agreement. (c) Subject to paragraphs (a) and (b) above, the LVP Parties shall have the right to contest by appropriate legal proceedings diligently prosecuted participate in any Taxes imposed audit, claim for refund, or assessed upon administrative or judicial proceeding involving any asserted Tax liability, refund, or adjustment to the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice taxable income of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided party hereto that could result in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture disallowance of the Premises, and shall permit the Lender to be represented tax treatment set forth in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest Section 9 at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidits own expense.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a all herein called “Contested LienLiens”), and no Contested Lien Liens shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender Mortgagee at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender Mortgagee the full amount (the herein called “Lien Amount”) of such Contested Lien, together with such amount as the Lender Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderMortgagee; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the LenderMortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);; and (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender Mortgagee if, in the opinion of the LenderMortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Mortgagee to obtain the release and discharge of such liens; and any amount expended by the Lender Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender Mortgagee may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested LienLiens”), and no Contested Lien shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything (a) After the Closing, each of Buyer and Seller shall promptly notify the other party in writing of any written notice of a proposed assessment, audit, contest, proceeding or litigation (a "Contest") of Buyer or Seller or of any of the Company and the Subsidiaries which could reasonably be expected to result in grounds for payment by such other party under this Article VII. (b) For all Contests for which either party alone bears the economic burden under Article VII, such party shall control all such Contests in connection therewith. In other cases, (i) prior to the contrary herein containedClosing Date, Seller shall control all Contests relating to the Mortgagor Company and the Subsidiaries, and Seller shall not settle or compromise any Contest without the written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned; and (ii) after the Closing Date, in the case of a Contest that relates to a non-Consolidated Tax Return (or any item relating thereto or reported thereon) for a taxable period that includes the Closing Date, Buyer shall control, and Seller shall have the right at its expense to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon participate in the Premises or which may be or become a lien thereon and any mechanics’conduct of, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”)such Contest, and no Contested Lien for all taxable periods thereafter, Buyer shall constitute an Event control such Contests; provided, however, that Seller shall control any contest that relates to a Consolidated Return of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice Seller. If Seller does not assume the defense of any Contested Lien such Contest for a taxable period ending on or before the Closing Date, Buyer may defend the same in such manner as it may deem appropriate, including settling such Contest after giving 30 days’ prior written notice to Seller setting forth the terms and conditions of settlement. Notwithstanding the foregoing, Buyer shall control any Contests relating to, and shall be under no obligation to dispute or otherwise litigate, any Franchise Fees with respect to which Buyer receives a bona fide request for payment from the applicable Franchisor and such Franchise Fees shall be paid by Seller to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of extent such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during Franchise Fees relate to the period of contestprior to the Closing Date, as determined in accordance with Section 7.1 above; provided that in lieu Buyer shall not (and shall cause its Affiliates not to) solicit or enter into any arrangement with any Franchisor under which payment of such payment the Mortgagor may furnish Franchise Fees relating to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory period prior to the Lender;Closing Date is made in return for a reduction in Franchise Fees relating to the period on or after the Closing Date or other benefit to Buyer or its Affiliates. (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the PremisesBuyer and Seller agree to cooperate, and shall permit Buyer agrees to cause the Lender Company and the Subsidiaries to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender ifcooperate, in the opinion defense against or compromise of the Lender, and notwithstanding any such contest, the Premises shall be claim in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidContest.

Contests. Notwithstanding anything The Tax Notice shall be given as soon as practicable but no later than ten (10) business days after the Executive receives written notice of such claim describing the nature of such claim and indicating the due date for such claim. The Executive shall not pay such claim until thirty (30) days after delivering the Tax Notice to the contrary herein contained, Company (or such shorter period imposed by the Mortgagor shall have Internal Revenue Service). If the right Company notifies the Executive in writing before the expiration of such period that it desires to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon such claim, then the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only ifExecutive shall: (ai) The Mortgagor shall forthwith give notice of provide any Contested Lien information reasonably requested by the Company relating to the Lender at the time the same shall be assertedsuch claim; (bii) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of contest such Contested Lien, together with such amount claim as the Lender may Company shall reasonably estimate as interest or penalties which might arise during request in writing, including, without limitation, accepting legal representation reasonably selected by the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderCompany; (ciii) The Mortgagor shall diligently prosecute cooperate with the Company in good faith to effectively contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall such claim; and (iv) permit the Lender Company to be represented participate in any proceedings relating to such claim. The Company (x) shall pay all costs and expenses (including additional interest and penalties) related to such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses, (y) shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim, and (z) may, at its sole option, either direct the Executive to pay all expenses incurredthe tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, in so doingwhich case, including fees the Executive shall administratively and expenses judicially prosecute such contest to a determination as the Company shall determine; provided, however, that the Company’s control of the Lender’s counsel (all of contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Agreement and the Executive shall constitute so much additional Indebtedness bearing interest at be entitled to settle or contest, as the Default Rate until paidcase may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If the Company directs the Executive to pay such claim and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and ▇▇▇ for a refund, then the Company shall, to the extent that any permitted by law, advance the amount of such Contested Lien shall be determined adverse payment to the MortgagorExecutive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance. The Company shall make any payment in reimbursement of costs and expenses, Excise Tax, income tax, or other amounts due the Executive under this Section 7(c) no later than December 31 of the year following the year in which (x) the taxes that are the subject of the audit are remitted to the taxing authority, or (iiy) forthwith upon demand by the Lender if, in the opinion there is a final and non-appealable settlement or other resolution of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidlitigation.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor Trustor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a all herein called “Contested LienLiens”), and no Contested Lien Liens shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor Trustor shall forthwith give notice of any Contested Lien to the Lender Beneficiary at the time the same shall be asserted; (b) The Mortgagor Trustor shall either pay under protest or deposit with the Lender Beneficiary the full amount (the herein called “Lien Amount”) of such Contested Lien, together with such amount as the Lender Beneficiary may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor Trustor may furnish to the Lender Beneficiary a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderBeneficiary; (c) The Mortgagor Trustor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Beneficiary to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the LenderBeneficiary’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);; and (d) The Mortgagor Trustor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the MortgagorTrustor, or (ii) forthwith upon demand by the Lender Beneficiary if, in the opinion of the LenderBeneficiary, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor Trustor shall fail so to do, the Lender Beneficiary may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Beneficiary to obtain the release and discharge of such liens; and any amount expended by the Lender Beneficiary in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender Beneficiary may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything If any claim for a Liability is made against Borrower or any Indemnitee and such party has received notice thereof, such party receiving notice of such Liability shall promptly notify all affected Indemnitees or Borrower, as the case may be, provided, that the failure to provide such notice promptly or to notify Borrower shall not release Borrower from any of its obligations to indemnify hereunder, except to the contrary herein containedextent that such failure adversely affects any applicable defense or counterclaim, or otherwise increases the Mortgagor amount Borrower would have been liable for in the absence of such failure. If no Specified Default shall exist, Borrower shall have the right to contest by appropriate legal proceedings diligently prosecuted investigate and defend or (so long as Borrower has acknowledged in writing to the relevant Indemnitee that Borrower is liable to such Indemnitee for such Liability), compromise any Taxes imposed or assessed upon the Premises or Liability for which it may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”)required to indemnify under this Section 9.01, and no Contested Lien each Indemnitee agrees to cooperate with all reasonable requests of Borrower in connection therewith. Notwithstanding any of the foregoing to the contrary, Borrower shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice not be entitled to assume responsibility for and control of any Contested Lien to such judicial or administrative proceedings or compromise any Liability if (aa) any Specified Default shall exist, or (bb) such proceedings would involve the Lender at imposition of criminal liability on an Indemnitee or if such contest will, in the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) reasonable opinion of such Contested LienIndemnitee, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period be inappropriate under applicable standards of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) professional conduct. The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including reasonable fees and expenses of the Lendersuch Indemnitee’s counsel shall be paid by Borrower if any of the circumstances described in clauses (aa) or (bb) above exists. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Borrower pursuant to the preceding provisions. Each Indemnitee shall cooperate with all reasonable requests of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paidinsurers in the exercise of their rights to investigate, and payable upon demand); (d) The Mortgagor shall pay each defend, or compromise such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and claim as may be required by such policy to maintain the insurance coverage provided to the parties thereunder. To the extent that any such Contested Lien Indemnitee receives indemnification payments under this Section 9.01, Borrower shall be determined adverse subrogated to such Indemnitee’s rights with respect to the Mortgagortransaction or event requiring or giving rise to such indemnity to the extent of any indemnity payment made, or (ii) forthwith upon demand other than to any insurance policies maintained by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidIndemnitee.

Contests. Notwithstanding anything (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the contrary herein containedend of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the Mortgagor consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon terms of the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises Operative Documents; (each, a “Contested Lien”), and u) no Contested Lien shall constitute an Lease Event of Default under this Mortgageshall have occurred and be continuing; (v) prior to taking such action, ifLessee shall have furnished, but only if: (a) The Mortgagor shall forthwith give notice if requested by such Indemnified Person, such Indemnified Person with an opinion of any Contested Lien ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the Lender at the time the same effect that a reasonable basis exists for such contest; (w) Lessee shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest claim or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that any such Contested Lien acknowledgment shall be determined adverse of no force or effect to the Mortgagorextent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (iiexcept if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) forthwith upon demand on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the Lender ifname of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the opinion name of Lessee or, with the Lenderconsent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and notwithstanding control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contestcontest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, the Premises however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall be have reasonably determined that such action will result in jeopardy or in any material danger of being forfeited sale, forfeiture or foreclosed; provided that loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the Mortgagor shall fail so interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to dothem) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payable. (b) Notwithstanding anything contained in Section 8.03(a), the Lender may, but shall an Indemnified Person will not be required to, to contest or to permit Lessee to contest the imposition of any Taxes if such Indemnified Person (1) shall waive its right to indemnity under this Article VIII with respect to such Taxes and (2) shall pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and Lessee any amount expended previously paid or advanced by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in Lessee pursuant to this Article VIII by way of reimbursement with respect to such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidTaxes.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action if requested to do so by the right Lessee, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender if, Lessee in accordance with the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidforegoing.

Contests. Notwithstanding anything (a) Whenever a party hereto (the "Indemnitee") becomes aware of the existence of an issue that could increase the liability for any Tax, or decrease the amount of any refund, of the other party hereto or any member of its Group or require a payment hereunder (an "Indemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (the "Indemnitor") of such Indemnity Issue. The failure of any Indemnitee to give such notice shall not relieve any Indemnitor of its obligations under this Agreement, except to the contrary herein containedextent that such Indemnitor or its affiliate is actually materially prejudiced by such failure to give notice. (b) The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the Mortgagor subject matter of which is or includes an Indemnity Issue in respect of a Pre-Distribution Period and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue in respect of a Pre-Distribution Period. (c) Except as provided in Section 4.2(d), Grace-Conn. shall have the right to contest by decide as between the parties hereto how any Indemnity Issue for a Pre-Distribution Taxable Period is to be dealt with and finally resolved with the appropriate legal proceedings diligently prosecuted taxing authority and shall control all Proceedings relating thereto. Grace agrees to cooperate with Grace-Conn. in the settlement of any Taxes imposed such Indemnity Issue; provided, however, that Grace-Conn. shall act in good faith in the conduct of such Proceedings and shall keep Grace reasonably informed of any developments which can reasonably be expected to affect adversely Grace. Such cooperation shall include permitting Grace-Conn. to litigate or assessed upon otherwise resolve any such Indemnity Issue. It is expressly the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon intention of the Premises (each, a “Contested Lien”)parties to this Agreement to take, and no Contested Lien the parties shall constitute an Event of Default under this Mortgagetake, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien all actions necessary to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount establish Grace-Conn. as the Lender may reasonably estimate as interest or penalties which might arise during sole agent for Tax purposes of each member of the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring companyAffiliated Group, as may be satisfactory to if Grace-Conn. were the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture common parent of the PremisesAffiliated Group, with respect to all combined, consolidated and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses unitary Tax Returns of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at Affiliated Group for the Default Rate until paid, and payable upon demand);Pre-Distribution Taxable Periods. (d) The Mortgagor parties jointly shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon represent the interests of (i) if the Affiliated Group in any Proceeding relating to any Straddle Period and (ii) any Foreign Packco Subsidiary in any Proceeding relating to the extent any taxable period that involves an Indemnity Issue. Neither party shall settle any dispute relating to any such Contested Lien period without the consent of the other party (which consent shall not be unreasonably withheld); provided, however, that if either party proposes a settlement and the other party does not consent thereto, the nonconsenting party shall assume control of the Proceeding (and bear all subsequently incurred costs, fees and expenses relating thereto) and the respective liabilities of the parties shall be determined adverse pursuant to Section 6.7 based on the magnitude and likelihood of success of the issues involved in the Proceeding, the reasonableness of the settlement offer, the expense of continuing the Proceeding and other relevant factors. Any other disputes regarding the conduct or resolution of any such Proceeding shall be resolved pursuant to Section 6.7. All costs, fees and expenses paid to third parties in the course of such Proceeding shall be borne by the parties in the same ratio as the ratio in which, pursuant to the Mortgagorterms of this Agreement, or (ii) forthwith upon demand the parties would share the responsibility for payment of the Taxes asserted by the Lender iftaxing authority in its claim or assessment if such claim or assessment were sustained in its entirety; provided, however, that in the opinion of the Lender, and notwithstanding event that any such contestparty hereto retains its own advisors or experts in connection with any Proceeding, the Premises costs and expenses thereof shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all borne solely by such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidparty.

Contests. Notwithstanding anything In respect of the indemnification provided under Section 11.1(a), promptly after receipt by an Indemnitee of notice of any pending or threatened Claim, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against Lessee give written notice thereof to Lessee; provided that the failure to provide such prompt notice shall not limit Lessee’s obligations or prejudice any rights of such Indemnitee under Section 11.1(a) with respect to such Claim, except to the contrary herein contained, the Mortgagor shall have the right extent that such failure to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmenprovide prompt notice adversely affects Lessee’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and indemnification obligations hereunder. So long as no Contested Lien shall constitute an Lease Event of Default under this Mortgageis continuing, ifLessee at its own expense, but only if: may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (a) The Mortgagor shall forthwith give with full right of subrogation to the Indemnitee’s rights and defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within 30 days following receipt of Indemnitee’s notice of any Contested Lien to the Lender at Claim, or in the case of a third party claim which requires a shorter time for response then within such shorter period as specified in the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) Indemnitee’s notice of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contestClaim; provided that in lieu of such payment the Mortgagor may furnish Indemnitee has given Lessee notice thereof. If Lessee denies liability or fails to respond to the Lender a bond notice within the time period set forth above, the Indemnitee may defend or title compromise the Claim as it deems appropriate without prejudice to any of Indemnitee’s rights hereunder and with no further obligation to inform Lessee of the status of the Claim and no right of Lessee to approve or disapprove any actions taken in connection therewith by the Indemnitee. If Lessee shall have elected to assume the defense of any such Claim, then upon the request of Lessee, the Indemnitee requesting payment of indemnity in such amount and form, and issued by a bond under Section 11.1(a) shall promptly furnish Lessee with copies of any records or title insuring company, as may be satisfactory documents pertaining to the Lender; (c) The Mortgagor shall diligently prosecute matter to be indemnified and, to the contest extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of the requested indemnity payment. Upon payment in full to Indemnitee of any Contested Lien by appropriate legal proceedings having the effect indemnity pursuant to Section 11.1(a), Lessee shall be subrogated to any right of staying the foreclosure or forfeiture Indemnitee in respect of the Premisesmatter against which such indemnity has been paid. If Lessee shall have elected to assume the defense of any such Claim, upon the written request at any time and shall permit from time to time of Lessee, Indemnitee shall, at the Lender expense of Lessee, take such reasonable actions and execute such documents as are necessary or reasonably appropriate to be represented assist Lessee in the preservation and enforcement against third parties of Lessee’s right of subrogation hereunder. The Indemnitee may employ separate counsel in any such contest Claim and shall pay all expenses incurredparticipate in the defense thereof, in so doing, including but the fees and expenses of such counsel shall be at the Lenderexpense of the Indemnitee unless the Indemnitee shall have been advised by its counsel that a conflict of interest exists in Lessee’s counsel’s representations of the Indemnitee and Lessee, in which case the fees and expenses of such Indemnitee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to for the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion account of the Lender, Lessee. All fees and notwithstanding any such contest, the Premises expenses shall be in jeopardy or in danger paid periodically as incurred. So long as no Lease Event of being forfeited or foreclosed; provided that if the Mortgagor Default shall fail so to dohave occurred and be continuing, the Lender may, but Lessee shall not be required liable for any settlement of any such Claim effected without its consent unless Lessee shall fail to, pay or elect in writing not to, assume the defense thereof in which case the Indemnitee, without waiving any rights to indemnification hereunder, may defend such Claim and enter into any good faith settlement thereof without the prior written consent of Lessee. Lessee shall not, without the prior written consent (not to be unreasonably withheld) of the Indemnitee, effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Contested Liens Claim. The parties agree to cooperate in any defense or settlement of any such Claim and Lien Amounts and interest and penalties thereon and such to give each other sums as may be necessary reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the judgment prosecution of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon claim or lawsuit against any bond or title indemnity furnished as aforesaidthird party.

Contests. Notwithstanding anything If any claim shall be made against any Indemnitee or if any proceeding shall be commenced against any Indemnitee (including a written notice of such proceeding) for any Imposition as to which Lessee reasonably may have an indemnity obligation pursuant to this Section 11.2, or if any Indemnitee reasonably shall determine that any Imposition for which Lessee may have an indemnity obligation pursuant to this Section 11.2 may be payable, such Indemnitee shall promptly (and in any event, within 30 days) notify Lessee in writing (provided that failure to so notify Lessee within 30 days shall not alter such Indemnitee’s rights under this Section 11.2, except to the contrary herein containedextent such failure precludes or materially adversely affects the ability to conduct a contest of any indemnified Imposition, in which case Lessee shall have no indemnification obligation hereunder to the extent such failure precludes or materially affects their ability to conduct a contest) and shall not take any action with respect to such claim, proceeding or Imposition without the written consent of Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by Lessee; provided, however, that in the case of any such claim or proceeding, if such Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnitee shall in such notice to Lessee, so inform Lessee, and such Indemnitee shall not take any action with respect to such claim, proceeding or Imposition without the consent of Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 10 days after the receipt of such notice by Lessee, unless the Indemnitee shall be required by law or regulation to take action prior to the end of such 10-day period. Lessee shall be entitled for a period of 30 days from receipt of such notice from the Indemnitee (or such shorter period as the Indemnitee has notified Lessee is required by law or regulation for the Indemnitee to commence such contest), to request in writing that such Indemnitee contest in good faith of such Imposition, at Lessee’s expense. If (x) such contest can be pursued in the name of Lessee and independently from any other proceeding involving an Imposition for which Lessee has not agreed to indemnify such Indemnitee, (y) such contest must be pursued in the name of the Indemnitee, but can be pursued independently from any other proceeding involving an Imposition for which Lessee has not agreed to indemnify such Indemnitee or (z) the Indemnitee so requests, then Lessee shall be permitted to control the contest of such claim, provided that in the case of a contest described in any of clause (x), (y) or (z) if the Indemnitee determines in good faith that such contest by Lessee reasonably could have a material adverse impact on the business or operations of the Indemnitee and provides a written explanation to Lessee of such determination, the Mortgagor Indemnitee may elect to control or reassert control of the contest, and provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and; provided, further, that in determining the application of clauses (x) and (y), each Indemnitee shall take any and all reasonable steps to segregate claims for any Impositions for which Lessee indemnifies hereunder from Impositions for which Lessee is not obligated to indemnify hereunder, so that Lessee can control the contest of the former. In all other claims requested to be contested by Lessee, the Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to Lessee. In any contest controlled by an Indemnitee, the Indemnitee shall conduct such contest in good faith. In no event shall Lessee be permitted to contest (or the Indemnitee required to contest) any claim (A) if such Indemnitee provides Lessee with a legal opinion of independent counsel that such action, suit or proceeding involves a material risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Item or Items of Equipment or any part thereof or any other Lessee Collateral unless Lessee shall have posted and maintained a bond or other security reasonably satisfactory to the right relevant Indemnitee in respect to such risk, (B) if a Lease Event of Default has occurred and is continuing, unless Lessee shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Indemnitee in respect of the Impositions subject to such claim and any and all expenses for which Lessee is responsible hereunder reasonably foreseeable in connection with the contest of such claim, (C) unless Lessee shall have agreed to pay and shall pay to such Indemnitee on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnitee may incur in connection with contesting such Imposition, including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the payment of the Impositions prior to the contest, unless Lessee shall provide to the Indemnitee an interest-free advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax costs (including Taxes) to such Indemnitee). In addition, for Indemnitee-controlled contests and claims contested in the name of the Indemnitee in a public forum, no contest shall be required: (A) unless the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnitee for which Lessee may be liable to pay an indemnity under this Section 11.2) exceeds $75,000 and (B) unless, if requested by the Indemnitee, the Lessee shall have provided to the Indemnitee an opinion of counsel selected by Lessee that a reasonable basis exists to contest such claim. In no event shall an Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Impositions (or claim for refund) but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgment; provided, however, that if the Indemnitee is the controlling party, no settlement offer with respect to such claims shall be made or accepted by the Indemnitee without the prior consent of the Lessee (which consent shall not unreasonably be withheld); provided further, that if the Indemnitee is the controlling party and Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Agency and such Indemnitee rejects such settlement offer then the amount for which Lessee will be required to indemnify such Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate legal proceedings diligently prosecuted excerpts from) any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens reports or claims issued by the relevant auditing agent or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Indemnitee shall supply Lessee with such information and documents reasonably requested by Lessee as is necessary or advisable for lien upon Lessee to participate in any action, suit or proceeding to the Premises (each, a “Contested Lien”extent permitted by this Section 11.2(b), and no Contested Lien Lessee shall constitute promptly reimburse such Indemnitee for the reasonable out-of-pocket expenses of supplying such information and documents. No Indemnitee shall enter into any settlement or other compromise or fail to appeal an Event of Default adverse ruling with respect to any claim which is entitled to be indemnified under this MortgageSection 11.2 (and with respect to which contest is required under this Section 11.2(b)) without the prior written consent of Lessee (such consent not to be unreasonably withheld), if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien unless such Indemnitee waives its right to be indemnified under this Section 11.2 with respect to such claim. Notwithstanding anything contained herein to the Lender at the time the same contrary, an Indemnitee will not be required to contest (and Lessee shall not be asserted; permitted to contest) a claim with respect to any Imposition if (bi) The Mortgagor such Indemnitee shall either pay waive its right to indemnification under protest this Section 11.2 with respect to such claim (and any claim with respect to such year or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lienany other taxable year, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect which is materially adversely affected as a result of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (dwaiver) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by such Imposition is the Lender ifsole result of a claim of a continuing and consistent nature, which claim has previously been resolved against the relevant Indemnitee (unless a change in the law or facts has occurred since such prior adverse resolution and Lessee provides an opinion of independent tax counsel to the Lender, and notwithstanding any effect that it is more likely than not that such contest, the Premises shall be change in jeopardy law or facts will result in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment a favorable resolution of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest claim at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidissue).

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify Dollar. A Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that such Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that such Lessee shall have acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action if requested to do so by such Lessee, suit or proceeding if the right contest is unsuccessful; and, provided further, that no Lessee shall be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the related Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any Material risk of Material civil liability on such Contested Tax Indemnitee or (y) will involve a Material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessees shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessees which the Lessees and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be Materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessees shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessees stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by a Lessee in accordance with the Lender ifforegoing. Each Tax Indemnitee shall at the Lessees' expense supply the related Lessee with such information and documents in such Tax Indemnitee's possession reasonably requested by such Lessee as are necessary or advisable for such Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of Dollar, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and no Lessee shall be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each Tax Indemnitee and each Lessee shall consult in good faith with each other regarding the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any pending or threatened Claim, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against the Lessee, give written notice thereof to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and Lessee. So long as no Contested Lien shall constitute an Event of Default under this Mortgagehas occurred and is continuing, ifthe Lessee, but only if: at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (awith full right of subrogation to the Indemnitee’s rights and defenses). The Lessee must indicate its election to assume such defense by written notice to the Indemnitee within thirty (30) The Mortgagor shall forthwith give days following receipt of Indemnitee’s notice of any Contested Lien to the Lender at Claim, or in the case of a third-party claim which requires a shorter time for response then within such shorter period as specified in the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) Indemnitee’s notice of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contestClaim; provided that in lieu of such payment Indemnitee has given the Mortgagor may furnish Lessee written notice thereof. If the Lessee denies liability or fails to respond to the Lender a bond notice within the time period set forth above, the Indemnitee may defend or title compromise the Claim as it deems appropriate without prejudice to any of Indemnitee’s rights hereunder. If the Lessee shall have elected to assume the defense of any such Claim, then upon the request of the Lessee, the Indemnitee requesting payment of indemnity in such amount and form, and issued by a bond under Section 7.1(a) shall promptly furnish the Lessee with copies of any records or title insuring company, as may be satisfactory documents pertaining to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender matter to be represented in any such contest and shall pay all expenses incurredindemnified and, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a), the Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which such indemnity has been paid. If the Lessee shall have elected to assume the defense of any such Contested Lien shall be determined adverse Claim, upon the written request at any time and from time to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion time of the LenderLessee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.Indemnitee

Contests. Subject to the rights of insurers under policies of insurance maintained pursuant to Section 14, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Claim for which indemnification is sought under this Section 23, and the Indemnified Person shall cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in connection therewith, PROVIDED that the Lessee shall not have the right without the consent of the Indemnified Person to defend, contest or compromise any Claim with respect to such Indemnified Person (i) if an Event of Default shall have occurred and be continuing, (ii) if such proceeding involves any material danger of the sale, forfeiture or loss of the Leased Property or any part thereof, or (iii) if such Claim involves a realistic possibility of criminal sanctions or allegations by a Governmental Authority of criminal liability to such Indemnified Person, in which event the Indemnified Person shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. In the event an Indemnified Person has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as such Indemnified Person shall reasonably request. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; PROVIDED that, if (i) in the written opinion of counsel to such Indemnified Person an actual or potential conflict of interest exists where it is advisable for such Indemnified Person to be represented by separate counsel or (ii) such Indemnified Person has been indicted or otherwise charged in a criminal complaint in connection with an indemnifiable Claim and such Indemnified Person informs the Lessee that such Indemnified Person desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Subject to the requirements of any policy of insurance, an Indemnified Person may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and such participation shall not constitute a waiver of the right to receive the indemnification provided in this Section 23. Notwithstanding anything to the contrary herein containedcontained herein, during the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute continuance of an Event of Default under this MortgageDefault, if, but only if: (a) The Mortgagor the Lessee shall forthwith give notice of not compromise any Contested Lien to Claim without the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture consent of the Premisesapplicable Indemnified Person unless such Claim is simultaneously discharged fully and unconditionally as to such Indemnified Person, and shall permit the Lender such consent not to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidunreasonably withheld.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify ChoicePoint. ChoicePoint shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that ChoicePoint desires to, assume and control the Mortgagor defense thereof; provided, however, that ChoicePoint, shall have acknowledged in writing its and each Lessee's obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful; and, provided further, that ChoicePoint shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of ChoicePoint and the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessees, on behalf of ChoicePoint with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure ChoicePoint or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (ia Lessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any risk of imposition of criminal liability or any material risk of civil liability in excess of $1,000,000 on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless ChoicePoint or a Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessees which ChoicePoint and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if ChoicePoint shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Mortgagor, Tax Indemnitee and reasonably satisfactory to ChoicePoint stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand by the Lender if, in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the Lendereffect that such appeal is more likely than not to be successful, and notwithstanding any provided, however, such contest, the Premises Tax Indemnitee shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not no event be required to, pay all such Contested Liens to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and Lien Amounts and interest and penalties thereon and such other sums as may be necessary with its own counsel in any proceeding conducted by ChoicePoint in accordance with the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidforegoing.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and - 19 - form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything If a written claim is made by any taxing authority against Lessor for any Tax with respect to which Lessee is required to indemnify Lessor hereunder, Lessor shall promptly give Lessee written notice of such claim. Lessor's failure to provide such notice to Lessee shall not diminish Lessee's obligations or Lessor's rights hereunder except to the contrary herein containedextent that such failure precludes Lessee's and Lessor's ability to contest such tax claim. If Lessee promptly (and, in any event, within 15 days of receipt of notice from Lessor) requests Lessor to do so, Lessor shall, at Lessee's expense, contest (or, at Lessor's option, require Lessee to contest in Lessee's name, if permitted by law) the Mortgagor validity, applicability or amount of any such Tax. Lessor shall determine in its sole discretion the forum in which the contest of such Tax shall be pursued and whether such contest shall be by (i) resisting payment thereof, if lawful and practicable, (ii) not paying the same except under protest, if protest is necessary or advisable and proper, or (iii) if the payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If Lessor determines that such contest shall be by the manner described in either of clauses (ii) or (iii) above, Lessee shall advance sufficient funds on an after-tax, interest-free basis to Lessor to make the payment required. If Lessor contests the validity, applicability or amount of any Tax hereunder, Lessee shall have the right to contest by appropriate legal proceedings diligently prosecuted review and advise Lessor as to all material written submissions to any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s governmental or other liens authority relating to the Tax for which indemnification is sought. Lessor shall consult in good faith with Lessee and its counsel regarding all other material aspects of any such contest. Lessee shall have the right to attend governmental or claims judicial conferences concerning any such tax claim only if such Tax is the only matter that affects Lessor which is pending before the governmental or judicial body. Notwithstanding the foregoing, Lessor shall only be required to contest (and Lessee shall only be permitted to contest) any Tax if (A) independent tax counsel selected and compensated by Lessee is of the opinion that there is a reasonable basis for lien upon contesting the Premises matter in question; (eachB) Lessee has acknowledged in writing its liability to indemnify Lessor with respect to the Tax in question; (C) Lessee shall pay (and shall acknowledge in writing Lessee's liability to pay) Lessor on demand for all reasonable costs and expenses incurred by Lessor in connection with contesting such claim (including, a “Contested Lien”without limitation, all costs, expenses, losses, reasonable legal and accounting fees (including fees associated with Lessor's consultation with independent tax counsel as described herein), disbursements, penalties, interest and no Contested Lien additions to tax); (D) the issue shall constitute not be the same as an issue previously contested hereunder and decided adversely unless independent tax counsel selected and compensated by Lessee is of the opinion that the applicable law has changed, (E) the amount of Tax at issue exceeds $10,000, and (F) if an Event of Default has occurred and is continuing under this MortgageAgreement, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender Lessee has posted a bond or title indemnity other security in such amount form and form, and issued by a bond or title insuring company, as may be substance satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, Lessor in its sole and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but absolute discretion. Lessor shall not be required to, pay all to appeal any judicial decision unless it receives an opinion of independent counsel selected and compensated by Lessee to the effect that it is more likely than not that such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may appeal would be necessary in the judgment of the Lender successful. Under no circumstances shall Lessor be required to obtain the release and discharge of such liens; and any amount expended appeal a decision to or request a hearing by the Lender United States Supreme Court. Nothing in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon 8.5 shall require Lessor to contest, or permit Lessee to contest, a claim with respect to the imposition of any bond or title indemnity furnished as aforesaidTax if Lessor shall waive its right to indemnification under Section 8.1 hereof with respect to such claim.

Contests. Subject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 16 of the Charter, the Charterer shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Charterer's control or is reasonably available to 1. Where the Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Charterer or such insurers; provided, however, that if (i) in the written -------- ------- opinion of counsel to such Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the Charterer that such Indemnitee desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that such party's participation does not, in -------- the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and such participation shall not constitute a waiver of the right to receive the indemnification provided in this Section 13.1. Notwithstanding anything to the contrary herein containedcontained herein, (x) the Mortgagor Charterer shall have not under any circumstances be liable for the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s more than one counsel (all for each of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if the Owner Participant and to the extent that any such Contested Lien shall be determined adverse to the MortgagorOwner Trust (and their respective successors and permitted assigns, or agents and servants) and (ii) forthwith upon demand by the Lender ifLoan Participants and the Indenture Trustee (and their respective successors and permitted assigns, in agents and servants), and (y) during the opinion continuance of a Charter Event of Default, the Charterer shall not compromise any Claim without the consent of the Lenderapplicable Indemnitee, and notwithstanding any such contest, the Premises shall consent not to be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidunreasonably withheld.

Contests. Notwithstanding anything If no Event of Default has occurred and is then continuing, Tenant, on its own or on Landlord's behalf (or in Landlord's name), but at Tenant's sole cost and expense, upon ten days' prior Notice to the contrary herein containedLandlord, the Mortgagor shall have the right to contest may contest, by appropriate legal proceedings diligently prosecuted conducted in good faith and with due diligence, without prejudice to Landlord's rights hereunder the amount, validity or application, in whole or in part, of any Taxes imposed Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or assessed upon the Premises or which may be or become a lien thereon and any mechanics’claim not otherwise permitted by Article XII, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: provided that (a) The Mortgagor in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall forthwith give notice of any Contested Lien to suspend the Lender at collection thereof from Landlord and from the time the same shall be asserted; Property, (b) The Mortgagor shall either pay under protest neither the Property nor any Rent therefrom nor any part thereof or deposit with interest therein would be subject to any risk of being sold, forfeited, attached, foreclosed, or lost, (c) in the Lender case of a Legal Requirement, Landlord would not be in any danger of incurring any lien, charge, fine, penalty, or other civil or criminal liability for failure to comply therewith pending the full amount (the “Lien Amount”) outcome of such Contested Lienproceedings, together with (d) in the event that any such amount as the Lender may reasonably estimate as interest contest shall involve a sum of money or penalties which might arise during the period potential loss in excess of contest; provided that $100,000 then, in lieu of any such payment the Mortgagor may furnish event, Tenant shall deliver to Landlord an Officer's Certificate to the Lender effect set forth in clauses (a), (b) and (c), to the extent applicable, (e) in the case of a bond Legal Requirement or title indemnity in an Imposition, lien, encumbrance or charge, Tenant shall give such amount and form, and issued by a bond or title insuring company, reasonable security as may be satisfactory demanded by Landlord to insure ultimate payment of the Lender; (c) The Mortgagor shall diligently prosecute the contest of same and to prevent any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure loss or injury to Landlord, including but not limited to any sale or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses affected portion of the Lender’s counsel (all Property or the Rent by reason of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paidsuch non-payment or non-compliance; provided, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contesthowever, the Premises shall be in jeopardy or in danger provisions of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but this Article shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in construed to permit Tenant to contest the judgment payment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph Rent (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.except

Contests. Notwithstanding anything (i) In General (1) Except as provided in (ii) below, if a written claim shall be made against and received by any Lender for any Tax for which Borrower is obligated to indemnify pursuant to this Section 2.6, such Lender shall notify Borrower in writing of such claim within 30 days after its receipt, and shall provide Borrower such information regarding such claim as Borrower may reasonably request; provided, however, that the failure to provide such notice within such 30 days shall not release Borrower from any of its obligations to indemnify under this Section 2.6 unless, and only to the contrary herein containedextent that, such failure has a material adverse effect on the conduct of such contest. To the extent permitted under applicable law, such Lender will not make any payments with respect to such claim for at least 30 days after giving notice of such claim to Borrower. (2) If requested by Borrower in writing within 30 days after its receipt of such notice, such Lender shall, at the expense of Borrower and subject to subsection (3) below, contest the validity, applicability or amount of such Taxes by, in the case of a "Lender-Controlled Contest" (which shall mean any contest other than a Borrower-Controlled Contest (as defined below)), in such Lender's sole discretion or, in the case of a "Borrower-Controlled Contest" (which shall mean any contest which such Lender agrees in its sole discretion to allow Borrower to control or involving only Taxes with respect to which participation by neither the Lender nor any Affiliate of the Lender is required (it being --------- * Confidential 7 understood that any contest involving Taxes in the nature of Income Taxes or any contest conducted in the name of such Lender is a contest requiring the participation of such Lender) and no tax return of the Lender or any of its Affiliates is held open with respect to which any Lender may reasonably be viewed as having an actual or potential material liability for Taxes not indemnified against by Borrower), in Borrower's sole discretion, resisting payment thereof if practicable, not paying such Tax except under protest, if protest is necessary and proper, if payment of such Tax is made, using reasonable efforts to obtain a refund thereof, in appropriate administrative and judicial proceedings, and in the case of a Lender-Controlled Contest, considering in good faith any other reasonable action as Borrower and Borrower's counsel may reasonably request. Each Lender shall consult in good faith with Borrower and Borrower's counsel concerning the forum in which the contest is most likely to be favorably resolved and whether such contest shall be by (x) resisting payment of such Tax, (y) paying such Tax under protest or (z) paying such Tax and seeking a refund or other repayment thereof. In the case of a Lender-Controlled Contest, such Lender shall (i) keep Borrower reasonably informed regarding the progress of such contest, and (ii) consult with Borrower in good faith regarding the manner of contesting such claim, PROVIDED, HOWEVER, that the Lender shall have ultimate control over such contest and its decisions with respect to such contest shall be conclusive and binding. If requested to do so by Borrower, the Mortgagor Lender shall appeal any adverse administrative or judicial decision, [*]. (3) In no event shall a Lender be required, or Borrower be permitted, to contest the imposition of any Tax for which Borrower is obligated pursuant to this Section 2.6 unless (A) Borrower shall have agreed to pay and shall promptly on request pay on an After-tax Basis all reasonable out of pocket costs and expenses that such Lender incurs in contesting such claim or arising out of or relating to such contest and which are reasonably allocable to such claim (including legal fees and disbursements, including those on appeal, if any); (B) (unless Borrower has provided to the relevant Lender a bond or other security in form and substance acceptable to such Lender in its sole discretion) such contest is not reasonably likely to result in a material danger of the sale, seizure, forfeiture or loss of the Aircraft, or the creation of any Lien thereon other than Liens for Taxes either not yet due or being contested in good faith by appropriate proceedings and for which such reserves, if any, as are required to be provided under GAAP have been provided by Borrower; (C) if such contest shall be conducted in a manner requiring the payment of the claim, Borrower shall have advanced sufficient funds, on an interest-free basis, to make the payment required, and shall have agreed to indemnify the Lender against any additional net After-tax cost to such Lender of such advance; (D) if requested by the Lender in writing, such Lender shall have received an opinion of independent Tax counsel selected by Borrower and reasonably acceptable to such Lender and furnished at Borrower's sole expense to the effect that a "Realistic Possibility of Success" (which shall mean the standard upon which an attorney may properly advise the taking of a position on a tax return as set forth in ABA Formal Opinion 85-352) exists for contesting such claim (or, in the case of an appeal of an adverse judicial --------- * Confidential determination, a written opinion from such independent Tax counsel to the effect there is a Realistic Possibility of Success such adverse judicial determination will be reversed or substantially modified); (E) Borrower shall have delivered to such Lender a written acknowledgment of Borrower's obligation to indemnify such Lender to the extent that the contest is not successful, provided, however, that Borrower will not be bound by its acknowledgment of liability if the contest is resolved on a clear and unambiguous basis showing no such liability under this Section 2.6 with respect to such Tax; (F) if an Event of Default shall have occurred and be continuing, Borrower shall have provided security for its obligation hereunder satisfactory to the Lender by placing in escrow sufficient funds to cover any such contested Tax and the reasonably expected expenses of such contest on an After-tax Basis, or otherwise providing satisfactory (as determined in such Lender's sole discretion) provisions for payment of such amounts; (G) the aggregate amount of all indemnity payments that Borrower may [*] and (H) the claim is not for a Tax the imposition of which has been previously contested by Borrower hereunder, and such previous contest (including all allowable appeals) was decided adversely to Borrower, unless Borrower has delivered an opinion of independent Tax counsel selected by Borrower and reasonably acceptable to the Lender to the effect that, on the basis of (i) a change in applicable Law, or (ii) a difference in the underlying facts, there is currently a Realistic Possibility of Success for contesting such claim. (4) [*] if [*]Lender shall obtain a refund of all or any part of any Tax paid, advanced or indemnified by Borrower (or of an amount which otherwise would have been a refund was used to offset another liability of such Lender not indemnified by Borrower hereunder (an "Applied Amount")), such Lender shall pay Borrower, but not before Borrower shall have made all payments theretofore due to such Lender pursuant to this Section 2.6 and any other payments theretofore due to such Lender under any of the Operative Agreements, an amount equal to the amount of such refund (or such Applied Amount), including interest received or credited and attributable thereto plus, if Borrower has paid an amount on an After-tax Basis, any net Tax benefit (or minus any net Tax detriment) realized by such Lender as a result of any refund (or Applied Amount) received, and payment made, by such Lender pursuant to this sentence, provided, that the Lender shall not be obligated to pay any amount under the preceding sentence to the extent that such amount (other than that portion attributable to interest) would exceed the amount of Taxes paid, reimbursed or advanced by Borrower to such Lender plus any other payment in respect of such Taxes paid, reimbursed or advanced, provided, further, that any amount not paid to Borrower pursuant to the foregoing limitation shall be carried forward to reduce pro tanto any future payments that Borrower may be required to make to such Lender pursuant to this Section 2.6. If any Lender shall have paid Borrower any refund (or Applied Amount) of all or part of any Tax paid by Borrower and it is subsequently determined pursuant to a contest conducted in accordance with this Section 2.6(j) that such Lender was not entitled to the refund, such determination shall be treated as the imposition of a Tax for which Borrower is obligated to indemnify such Lender pursuant to the provisions of this Section 2.6. [*] if a --------- * Confidential Lender receives an award of attorneys fees in a contest for which the Borrower has paid an allocable portion of the contest expenses, such Lender shall pay to the Borrower the same proportion of the amount of such award as the amount of such Lender's attorneys fees paid or reimbursed by the Borrower bears to the total amount of attorneys fees actually incurred by such Lender in conducting such contest, up to the amount of attorneys fees paid or borne by the Borrower in connection with such contest. [*]Lender shall have the right to settle or compromise a contest that it is otherwise required to pursue pursuant to this Section 2.6(j) if the applicable Lender has provided Borrower a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the Tax for which the applicable Lender is seeking indemnification hereunder; provided that, if (i) the applicable Lender fails to provide the Borrower such a reasonable opportunity to review such portion of such proposal or (ii) after such reasonable opportunity to review such proposal the Borrower in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, the Borrower shall not be obligated to indemnify such Lender hereunder to the extent of the amount attributable to the Tax to which such settlement or compromise relates as to which the Borrower has reasonably withheld its consent and with respect to any other Tax for which a successful contest is foreclosed because of such settlement or compromise as to which the Borrower has withheld its consent. If the applicable Lender effects a settlement or compromise of such contest, notwithstanding that the Borrower has reasonably withheld its consent thereto, such Lender shall repay to the Borrower such amounts theretofore advanced by appropriate legal proceedings diligently prosecuted the Borrower pursuant to this Section 2.6(j) and the amount of any Taxes imposed Tax subject to such contest paid or assessed upon reimbursed by Borrower, to the Premises extent the Borrower has reasonably withheld its consent to the settlement or compromise thereof (together with interest at the rate applicable to refunds of such Tax on any such amount paid by the Borrower from the date paid by the Borrower to the date repaid by such Lender). (5) [*] Lender shall obtain a refund of all or any part of any Tax paid, advanced or indemnified by Borrower (or if an amount which may be or become otherwise would have been a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon refund was used to offset another liability of the Premises Lender not indemnified by Borrower hereunder (each, a “Contested Lien”an "Applied Amount")), and no Contested Lien such Lender shall constitute an Event of Default under this Mortgage, ifpay Borrower, but only if: (a) The Mortgagor not before Borrower shall forthwith give notice of any Contested Lien have made all payments theretofore due to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with pursuant to this Section 2.6 and any other payments theretofore due the Lender under any of the full Operative Agreements, an amount (equal to the “Lien Amount”) amount of such Contested Lienrefund (or such Applied Amount), together with including interest received or credited and attributable thereto plus, if Borrower has paid an amount on an After-tax Basis, any net Tax benefit (or minus any net Tax detriment) realized by such amount Lender as the Lender may reasonably estimate as interest a result of any refund (or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and formApplied Amount) received, and issued payment made, by a bond or title insuring companysuch Lender pursuant to this sentence, as may PROVIDED, that such Lender shall not be satisfactory obligated to pay any amount under the Lender; preceding sentence [*](cii) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that such amount (other than that portion attributable to interest) would exceed the amount of Taxes paid, reimbursed or advanced by Borrower to such Lender plus any other payment in respect of such Contested Lien Taxes paid, reimbursed or advanced. If such Lender shall have paid Borrower any refund (or Applied --------- * Confidential 10 Amount) of all or part of any Tax paid by Borrower and it is subsequently determined pursuant to a contest conducted in accordance with this Section 2.6(j) that the Lender was not entitled to the refund, such determination shall be determined adverse treated as the imposition of a Tax for which Borrower is obligated to indemnify the Lender pursuant to the Mortgagorprovisions of this Section 2.6. If such Lender receives an award of attorneys fees in a contest for which the Borrower has paid an allocable portion of the contest expenses, or (ii) forthwith upon demand by the Lender if, in shall pay [*]to the opinion Borrower the same proportion of the amount of such award as the amount of the Lender, and notwithstanding any such contest, 's attorneys fees paid or reimbursed by the Premises shall be in jeopardy or in danger Borrower bears to the total amount of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended attorneys fees actually incurred by the Lender in so doing shall be so much additional Indebtedness bearing interest at conducting such contest, up to the Default Rate until paid, and payable upon demand; and provided further that amount of attorneys fees paid or borne by the Lender may Borrower in connection with such case use and apply monies deposited as provided contest. (6) Nothing contained in paragraph (b) of this Section 2.6(j) shall require any Lender to contest, or permit Borrower to contest in the name of such Lender, a claim which such Lender would otherwise be required to contest pursuant to this Section 2.6(j) if such Lender shall waive payment by Borrower of any amount that might otherwise be payable by Borrower under this Section 2.6 in connection with such claim (and may demand payment any other claim for which a successful contest would be foreclosed because of the absence of, or the failure to pursue, such contest) and promptly (upon any bond or title indemnity furnished as aforesaidthe prior written approval of the Central Bank of Brazil, if such approval is required) pay to Borrower an amount equal to all funds advanced with respect to such contest by Borrower.

Contests. Notwithstanding anything (i) Seller on the one hand, and Buyer or Parent on the other, shall notify the other in writing within 30 days or such shorter period as may be required thereby of receipt of written notice of any pending or threatened Tax examination, audit or other administrative or judicial proceeding (a "Tax Contest") that could reasonably be expected to result in a liability for Taxes of another party. If the recipient of such notice of a Tax Contest fails to provide such notice to such other party, and the recipient is entitled to indemnification for Taxes under this Agreement, it shall be entitled to indemnification for any Taxes arising in connection with such Tax Contest, but only to the contrary herein containedextent, if any, that such failure or delay shall not have adversely affected the Mortgagor indemnifying party's ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim, or demand for which the indemnified party is entitled to indemnification hereunder. (ii) If a Tax Contest relates to any Taxes for which Seller is liable in full hereunder, Seller shall at its expense control the defense and settlement of such Tax Contest. If such Tax Contest relates to any Taxes for which Buyer or Parent is liable in full hereunder, Buyer or Parent shall at its own expense, control the defense and settlement of such Tax Contest. A party not in control of the defense shall have the right to contest by appropriate legal proceedings diligently prosecuted observe the conduct of any Tax Contest at its expense, including through its own counsel and other professional experts. If a Tax Contest relates to Taxes imposed for which Seller and either Buyer or assessed upon the Premises Parent or which both may be liable hereunder, the parties that may have such liability shall jointly control the defense and settlement of such Tax Contest. (iii) To the extent that an issue raised in any Tax Contest controlled by one party or become a lien thereon and any mechanics’jointly controlled could materially affect the liability for Taxes of another party, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”)controlling party shall not, and no Contested Lien shall constitute an Event party in the case of Default under this Mortgagejoint control shall, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to enter into a final settlement without the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture written consent of the Premisesother party or parties, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but consent shall not be required tounreasonably withheld. Where a party withholds its consent to any final settlement, pay all such Contested Liens that party may continue or initiate further proceedings, at its own expense, and Lien Amounts the liability of the party or parties that wished to settle (as between the consenting and interest the non consenting parties) shall not exceed the liability that would have resulted from the proposed final settlement including interest, additions to Tax, and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest that have accrued at the Default Rate until paidthat time, and payable upon demand; and provided further that the Lender may in non consenting party or parties shall indemnify the consenting party or parties for such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidTaxes.

Contests. Notwithstanding anything (a) Tenant may, at its expense contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the contrary herein containedPremises, of any Requirement with which Tenant is obligated to comply pursuant to the Mortgagor provisions of this Lease, and Landlord shall have the right cooperate with Tenant in such proceedings, provided that: (i) Landlord shall not be subject to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed criminal penalty or assessed upon to prosecution for a crime nor shall the Premises or which may any part thereof be subject to being condemned or become a lien thereon and any mechanics’vacated, materialmen’s by reason of non-compliance or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event otherwise by reason of Default under this Mortgage, if, but only if:such contest; (aii) The Mortgagor Tenant shall forthwith give notice defend, indemnify and hold harmless Landlord from and against any and all actions, proceedings, claims, deficiencies, judgments, suits, losses, obligations, penalties, liabilities, damages, costs and expenses (including court costs and reasonable legal fees and disbursements) which Landlord shall suffer by reason of such non-compliance or contest; (iii) such non-compliance or contest shall not constitute or result in any violation of any Contested Lien superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; and (iv) Tenant shall keep Landlord advised as to the Lender at the time the same shall be asserted;status of such proceedings. (b) The Mortgagor Without limiting the application of subsection (a)(i) above thereto, Landlord shall either pay under protest be deemed subject to prosecution for a crime within the meaning of said subsection, if Landlord, or deposit any officer, director, partner, member, principal or employee of Landlord individually, is charged with the Lender the full amount a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer, director, partner, member, principal or employee (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender case may reasonably estimate as interest be) is required to plead or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidanswer thereto.

Contests. Notwithstanding anything For purposes of this Agreement, a “Contest” is any audit, court proceeding or other dispute with respect to any tax matter that affects a Target. Unless the Buyer has previously received written notice from the Seller of the existence of such Contest, the Buyer shall give written notice to the contrary herein containedSeller of the existence of any Contest relating to a tax matter that is the Seller’s responsibility under Section 8.2 within ten (10) days from the receipt by the Buyer of any written notice of such Contest, but no failure to give such notice shall relieve the Seller of any liability hereunder. Unless the Seller has previously received written notice from the Buyer of the existence of such Contest, the Mortgagor Seller shall give written notice to the Buyer of the existence of any Contest for which the Buyer has responsibility within ten (10) days from the receipt by the Seller of any written notice of such Contest. The Buyer, on the one hand, and the Seller, on the other, agree, in each case at no cost to the other party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. The Seller shall, at its election, have the right to represent a Target’s interests in any Contest relating to a Tax matter arising in a period ending on or before the Effective Date, to employ counsel of its choice at its expense and to control the conduct of such Contest, including settlement or other disposition thereof; provided, however, that the Buyer shall have the right to contest by appropriate legal proceedings diligently prosecuted consult with the Seller regarding any Taxes imposed or assessed upon such Contest that may affect such Target for any periods ending after the Premises or which may be or become a lien thereon Effective Date at the Buyer’s own expense and provided, further, that any mechanics’, materialmen’s settlement or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice disposition of any Contested Lien to the Lender at the time the same shall such Contest may only be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture consent of the PremisesBuyer, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall consent will not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidunreasonably withheld.

Contests. Notwithstanding anything If a written claim is made by any taxing authority against an Indemnitee for any Tax with respect to which Lessee is required to indemnify hereunder, such Indemnitee shall promptly give Lessee written notice of such claim. An Indemnitee's failure to 42 provide such notice to Lessee (for reasons other than Lessee's failure to fulfill its obligations to Indemnitee under this Lease) shall not diminish Lessee's obligations or such Indemnitee's rights hereunder except to the contrary herein containedextent that such failure precludes Lessee's and such Indemnitee's ability to contest such Tax. If Lessee promptly (and, in any event, within 15 days of receipt of notice from the Indemnitee) requests the Indemnitee to do so, the Mortgagor Indemnitee shall, at Lessee's expense, contest (or, at the Indemnitee's option, require Lessee to contest in Lessee's name, if permitted by law) the validity, applicability or amount of any such Tax. The Indemnitee shall determine in its sole discretion the forum in which the contest of such Tax shall be pursued and whether such contest shall be by (i) resisting payment thereof, if lawful and practicable, (ii) not paying the same except under protest, if protest is necessary or advisable and proper, or (iii) if the payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee determines that such contest shall be by the manner described in either of clauses (ii) or (iii) above, Lessee shall advance sufficient funds on an interest-free basis to the Indemnitee to make the payment required. If an Indemnitee contests the validity, applicability or amount of any Tax hereunder, Lessee shall have the right to participate in such contest by appropriate legal proceedings diligently prosecuted at its own expense, including the right to attend governmental or judicial conferences concerning such claim for Tax and the right to review and advise the Indemnitee as to all material written submissions to any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s governmental or other liens or claims authority relating to the Tax for lien upon which indemnification is sought. Notwithstanding the Premises foregoing, the Indemnitee shall only be required to contest (eachand Lessee shall only be permitted to contest) any Tax if (A) independent tax counsel selected by the Indemnitee is of the opinion that there is a reasonable basis for contesting the matter in question; (B) Lessee has acknowledged in writing its liability to indemnify the Indemnitee with respect to the Tax in question; (C) Lessee shall pay (and shall acknowledge in writing Lessee's liability to pay) the Indemnitee on demand for all reasonable costs and expenses incurred by such Indemnitee incurs in connection with contesting such claim (including, a “Contested Lien”without limitation, all costs, expenses, losses, reasonable legal and accounting fees (including fees associated with the Indemnitee's consultation with independent tax counsel as described herein), disbursements, penalties, interest and no Contested Lien additions to tax); (D) the issue shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time not be the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with as an issue previously contested hereunder and decided adversely unless independent tax counsel selected by the Lender Indemnitee is of the full amount (opinion that the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and formapplicable law has changed, and issued by a bond or title insuring company, as may be satisfactory to (E) the Lender; (c) amount of Tax at issue exceeds $25,000. The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but Indemnitee shall not be required to, pay all to appeal any judicial decision unless it receives an opinion of independent counsel selected by such Contested Liens and Lien Amounts and interest and penalties thereon and Indemnitee to the effect that it is more likely than not that such other sums as may appeal would be necessary in successful. Under no circumstances shall the judgment of the Lender Indemnitee be required to obtain the release and discharge of such liens; and any amount expended appeal a decision to or request a hearing by the Lender United States Supreme Court. Nothing in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon 12.5 shall require any bond Indemnitee to contest, or title indemnity furnished as aforesaidpermit Lessee to contest, a claim with respect to the imposition of any Tax if such Indemnitee shall waive its right to indemnification under Section 12.3 with respect to such claim.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desire to, assume and control the Mortgagor defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves any federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender ifLessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each Tax Indemnitee and the Premises Lessee shall be consult in jeopardy or in danger of being forfeited or foreclosed; provided that if good faith with each other regarding the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything If any claim shall be made against any Tax -------- Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax ----------- Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee ----------- shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desire to, assume and control the Mortgagor defense thereof; provided, however, that the Lessee shall have -------- ------- acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control -------- ------- the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves any federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such -------- ------- Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender ifLessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, ----------- no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 ----------- without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. ----------- Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 ----------- with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each Tax Indemnitee and the Premises Lessee shall be consult in jeopardy or in danger of being forfeited or foreclosed; provided that if good faith with each other regarding the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify Borders. The related Guarantor and/or the related Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that such Guarantor or such Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that the Guarantors and the Lessees, shall have acknowledged in writing their obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful; and, provided further, that neither any Guarantor nor any Lessee shall be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Guarantors and the Lessees, on behalf of the Guarantors and the Lessees with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iBorders) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any risk of imposition of criminal liability or any material risk of civil liability in excess of $1,000,000 on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless a Guarantor or a Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Guarantors and the Lessees which the Guarantors, the Lessees and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Guarantors and the Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if Borders shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Mortgagor, Tax Indemnitee and reasonably satisfactory to Borders stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by any Guarantor or any Lessee in accordance with the Lender ifforegoing. Each Tax Indemnitee shall, at Guarantor's and the Lessees' expense, supply the related Guarantor or Lessee with such information and documents in such Tax Indemnitee's possession as are reasonably requested by such Guarantor or Lessee and are necessary or advisable for such Guarantor or Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of Borders, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest a Claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such Claim (and any related Claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any Claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each Tax Indemnitee and Borders shall consult in good faith with each other regarding the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a all herein called “Contested LienLiens”), and no Contested Lien Liens shall constitute an Event of Default under this Mortgage, hereunder if, but only if: (a) The a. Mortgagor shall forthwith give notice of any Contested Lien to the Lender Mortgagee at the time the same shall be asserted; (b) The b. Mortgagor shall either pay under protest or deposit with the Lender Mortgagee the full amount (the herein called “Lien Amount”) of such Contested Lien, together with such amount as the Lender Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderMortgagee; (c) The c. Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Mortgagee to be represented in any such contest and shall pay all expenses incurred, incurred in so doing, including fees and expenses of the LenderMortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The d. Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender Mortgagee if, in the opinion of the LenderMortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Mortgagee to obtain the release and discharge of such liens; and any amount expended by the Lender Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender Mortgagee may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor Except as provided in Section 5.3(e), if a Tax Authority assesses, asserts, proposes, recommends or attempts to collect on an NRG Proposed Adjustment, or submits a request for information that reasonably may relate to an NRG Proposed Adjustment or potential NRG Proposed Adjustment, Xcel shall forthwith give provide NRG with prompt notice thereof and NRG shall elect in writing, within ten business days of receipt of notice from Xcel, to contest the NRG Proposed Adjustment or potential NRG Proposed Adjustment in the manner provided in Section 5.3(b) or to agree not to contest the NRG Proposed Adjustment and pay Xcel any Contested Lien amount required to the Lender at the time the same shall be asserted;paid under Section 5.1. (b) The Mortgagor If NRG elects to contest the NRG Proposed Adjustment, NRG shall either pay keep Xcel reasonably informed of the contest and NRG’s resolution of the contest shall be binding on Xcel (subject to Section 5.3(h)), the Xcel Affiliated Companies, NRG and the NRG Affiliated Companies, provided that NRG pays Xcel any amount required to be paid under protest Section 5.1. Without limiting the generality of the foregoing, if NRG elects to contest an NRG Proposed Adjustment, (i) NRG shall assume responsibility for contesting the NRG Proposed Adjustment and settling or deposit litigating it to a Final Determination, all at NRG’s sole cost and expense; (ii) Xcel shall take all steps reasonably necessary to authorize NRG to contest the NRG Proposed Adjustment, including executing powers of attorney and promptly delivering to NRG any written materials received by Xcel from any source other than NRG relating to the NRG Proposed Adjustment; (iii) NRG shall provide Xcel with copies of all material documents received from or submitted to the Tax Authority in connection with the Lender contest, including copies of any Final Determination, Form 870 or other documentation relating to resolution of the full contest; (iv) if NRG decides to pay the NRG Proposed Adjustment and s▇▇ for a refund, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment; (v) if NRG and the “Lien Amount”Tax Authority enter into an agreement that does not result in a Final Determination, including an agreement on Form 870, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment; and (vi) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided if a Final Determination requires that in lieu of such Xcel make a payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory Tax Authority with respect to the Lender;NRG Proposed Adjustment, NRG, without duplication, shall pay to Xcel the amount required under Section 5.1. (c) The Mortgagor Payments with respect to amounts contested under Section 5.3(b) shall diligently prosecute be made as follows: Xcel and NRG shall agree on the contest of any Contested Lien by appropriate legal proceedings having date on which payment will be made to the effect of staying Tax Authority (the foreclosure or forfeiture of “Payment Date”), NRG shall remit the Premisespayment amount to Xcel no later than two business days before the Payment Date, and Xcel shall permit make payment to the Lender Tax Authority no later than the Payment Date. If the relevant Tax Law or Tax Authority establishes a date by which payment to the Tax Authority must be represented in made, that date shall be the Payment Date. If Xcel receives a refund of an amount paid pursuant to Section 5.3(b), Xcel shall remit the refund amount to NRG, together with any such contest and shall pay all expenses incurredinterest received thereon, in so doing, including fees and expenses within two business days of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);receipt thereof. (d) The Mortgagor shall pay each such Contested Lien Except as provided in Section 5.3(e), and all Lien Amounts together without regard to whether Xcel obtains a Final Determination with interest and penalties thereon respect to the NRG Proposed Adjustment in issue, if NRG (i) if elects not to contest an NRG Proposed Adjustment, (ii) elects to contest an NRG Proposed Adjustment and fails to the extent that any such Contested Lien shall be determined adverse to the Mortgagorobtain a Final Determination, or (iiiii) forthwith upon demand by fails to give Xcel the Lender ifNRG election notice required under Section 5.3(a), in NRG shall be deemed to have agreed to the opinion NRG Proposed Adjustment and shall pay Xcel any amount required to be paid under Section 5.1 on or before the later to occur of (x) the date Xcel makes payment to the Tax Authority and (y) ten business days after NRG receives notice from Xcel of the Lenderamount required to be paid, along with a computation in sufficient detail to inform NRG of the basis for its payment obligation and notwithstanding any such contestof the manner in which its obligation was computed. (e) Nothing in this Section 5.3 shall prevent NRG from contending that an asserted NRG Proposed Adjustment is not a matter for which NRG is liable under Section 5.1, provided that NRG gives Xcel written notice to that effect no later than fifteen business days after receipt of the Premises Xcel notice described in Section 5.3(a). Any dispute arising under this Section 5.3(e) shall be resolved in jeopardy or accordance with the procedures set forth in danger of being forfeited or foreclosed; provided Section 7.10. If a dispute is resolved in Xcel’s favor, NRG shall pay Xcel any amount that if NRG owes under Section 5.1 at the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment time of the Lender to obtain resolution within ten business days of the release and discharge date of such liens; resolution and any other amount expended by owed under Section 5.1 in accordance with the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) other provisions of this Section 5. NRG may not contest an asserted NRG Proposed Adjustment and may demand payment upon also contend that it is not a matter for which NRG is liable under Section 5. (f) If a contest or other resolution of a Tax Item of NRG results in Xcel’s receipt of a refund or realization of a Tax Benefit other than a refund, Xcel shall pay the refund or the amount of the other Tax Benefit to NRG within two business days of receipt or realization thereof, together with any bond interest allowed thereon. (g) Sections 5.3(b), (c), (d) and (f), but not Sections 5.3(a) or title indemnity furnished as aforesaid(e), shall apply to the NRG Proposed Adjustments proposed or asserted by a Tax Authority before the date of this Agreement, which adjustments are described on Schedule 5.3 to this Agreement, together with their agreed disposition. (h) Nothing in this Section 5.3 shall waive Xcel’s rights under the Settlement Agreement if NRG is in breach of Section 6(e) or 7(c) thereof.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that the Lessee, shall have acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any risk of imposition of criminal liability or any material risk of civil liability in excess of $5,000,000 (unless, in the case of the risk of civil liability, the Lessee has posted a bond or other security, or made other arrangements with respect to such Contested potential liability, as is reasonably satisfactory to such Tax Indemnitee) on such Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender ifLessee in accordance with the foregoing. Each Tax Indemnitee shall, at the Lessee’s expense, supply the Lessee with such information and documents in such Tax Indemnitee’s possession as are reasonably requested by the Lessee and are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee’s counsel creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each of Tax Indemnitee and the Premises Lessee shall be consult in jeopardy or in danger of being forfeited or foreclosed; provided that if good faith with each other regarding the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything If claim is made against an Indemnitee for any Imposition with respect to which Lessee has an obligation under this Section 16.02 and Lessor has actual notice thereof, Lessor shall cause such Indemnitee to promptly notify the Lessee but failure to so notify the Lessee shall not reduce the Lessee's obligations hereunder, except to the contrary herein contained, extent that Lessee is thereby precluded from contesting such claim or Imposition. If reasonably requested by the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed Lessee in writing and provided no Default or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default shall have occurred and is continuing, Lessor, at the sole expense of the Lessee, shall itself (or shall cause such Indemnitee to) in good faith and diligently contest (and not settle without Lessee's written consent) or shall (or shall cause such Indemnitee to) permit the Lessee, if desired by the Lessee, to contest in the name of the Lessee the validity, applicability or amount of such Imposition. Lessee may contest, or require that Lessor or such Indemnitee contest, by (a) resisting payment thereof if practicable, (b) not paying the same except under this Mortgageprotest with funds advanced by Lessee on an interest-free basis, ifif protest is necessary and proper, but only ifand (c) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that, in each such instance, the Lessor and such Indemnitee shall not be required to undertake any contest unless: (ai) The Mortgagor Lessee shall forthwith give notice have provided Lessor with an opinion of legal counsel reasonably acceptable to Lessor to the effect that a reasonable basis exists to contest such claim and, prior to the commencement of any Contested Lien appeal of an adverse judicial decision, with an opinion of such legal counsel to the Lender at the time the same be effect that a reasonable basis exists to appeal such adverse judicial decision (which opinions -47- shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount obtained at Lessee's sole cost and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demandexpense); (dii) The Mortgagor such proceedings do not involve any material risk or danger of the sale, forfeiture or loss of the Aircraft or any part thereof or interest therein or the imposition of civil or criminal fines, penalties, forfeitures or sanctions against Lessor or such Indemnitee or the creation of any Lien other than a Lien for Impositions not yet due or being contested in good faith by appropriate proceedings, and for payment of which such reserves if any, as are required to be provided under generally accepted accounting principles have been made unless Lessee has provided to Lessor a bond or other security reasonably satisfactory to Lessor (provided that in the case of civil or criminal fines, penalties, forfeitures or sanctions such bond or other security shall pay each be satisfactory to Lessor in its sole discretion) to protect against such Contested Lien risk or danger; (iii) in the event that the subject matter of the contest is of a continuing nature and all Lien Amounts together has previously been decided adversely pursuant to the contest provisions of this Section 16.02 by the highest court to which an appeal could be taken (other than the U.S. Supreme Court), there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and Lessor shall have received an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to Lessor, which opinion shall be obtained at the Lessee's sole expense, to the effect that, as a result of such change, it is more likely than not that the position which Lessor, an Indemnitee or the Lessee, as the case may be, had asserted in such previous contest would prevail; (iv) no Default or Event of Default shall have occurred and be continuing; (v) prior to the commencement of any contest undertaken by the Lessee or any contest undertaken by Lessor or any Indemnitee with interest respect to which Lessor or such Indemnitee is required to follow the direction of the Lessee, the Lessee shall have delivered to Lessor a written acknowledgement of its obligations to indemnify fully Lessor and penalties thereon (i) if and such Indemnitee to the extent that any the contest is not successful; (vi) if such Contested Lien shall contest is to be determined adverse to the Mortgagor, or (ii) forthwith upon demand initiated by the Lender if, in the opinion of the Lenderpayment of, and notwithstanding the claiming of a refund for, such Imposition, Lessee shall have advanced to Lessor or such Indemnitee sufficient funds (on an interest-free basis) to make such payments, provided, however, that Lessee shall indemnify Lessor and such Indemnitee for any adverse tax consequences resulting from such contest, the Premises shall be in jeopardy advance; and (vii) such contest does not involve any Imposition or in danger taxes of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but any Indemnitee not indemnified hereunder. Lessee shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may deemed to be necessary in the judgment default under any of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) above indemnification provisions of this Section 16.02 so long as Lessee shall diligently prosecute a contest in conformity with the requirements of this Section 16.02(c), or in the case where the Lessor or an Indemnitee shall be prosecuting such contest pursuant to this Section 16.02(c), Lessee has fulfilled all of its obligations under this Section 16.02(c) with respect to such contest. Notwithstanding the foregoing, if a claim is made against an Indemnitee which, if successful, would result in an Imposition under circumstances which would require the Lessee to indemnity such Indemnitee, such Indemnitee shall be released from its responsibility to contest such claim, or part thereof, if it agrees in writing with Lessee not to seek indemnification from Lessee in respect of the claim, or such part thereof to be contested. In the event an Indemnitee fails diligently to contest, or refuses to permit the Lessee to contest, a claim or, part thereof which such Indemnitee has the obligation to contest or to permit Lessee to contest under this Section 16.02, then Lessee shall not be obligated to indemnify such Indemnitee for such claim or such part thereof to the extent that Lessee is precluded thereby from contesting any such claim and may demand Lessor shall cause such Indemnitee to refund to Lessee to such extent any amounts paid or advanced by Lessee in connection with such Imposition that were the subject of such claim (plus interest from the date payment upon any bond or title indemnity furnished as aforesaidis due at the rate established for refunds by the authority imposing such Imposition).

Contests. Notwithstanding anything The Tax Notice shall be given as soon as practicable but no later than ten (10) business days after the Employee receives written notice of such claim describing the nature of such claim and indicating the due date for such claim. The Employee shall not pay such claim until thirty (30) days after delivering the Tax Notice to the contrary herein contained, Company (or such shorter period imposed by the Mortgagor shall have Internal Revenue Service). If the right Company notifies the Employee in writing before the expiration of such period that it desires to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon such claim, then the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only ifEmployee shall: (ai) The Mortgagor shall forthwith give notice of provide any Contested Lien information reasonably requested by the Company relating to the Lender at the time the same shall be assertedsuch claim; (bii) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of contest such Contested Lien, together with such amount claim as the Lender may Company shall reasonably estimate as interest or penalties which might arise during request in writing, including, without limitation, accepting legal representation reasonably selected by the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderCompany; (ciii) The Mortgagor shall diligently prosecute cooperate with the Company in good faith to effectively contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall such claim; and (iv) permit the Lender Company to be represented participate in any proceedings relating to such claim. The Company (x) shall pay all costs and expenses (including additional interest and penalties) related to such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses, (y) shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim, and (z) may, at its sole option, either direct the Employee to pay all expenses incurredthe tax claimed and s▇▇ for a refund or contest the claim in any permissible manner, in so doingwhich case, including fees the Employee shall administratively and expenses judicially prosecute such contest to a determination as the Company shall determine; provided, however, that the Company’s control of the Lender’s counsel (all of contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Agreement and the Employee shall constitute so much additional Indebtedness bearing interest at be entitled to settle or contest, as the Default Rate until paidcase may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If the Company directs the Employee to pay such claim and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and s▇▇ for a refund, then the Company shall, to the extent that any permitted by law, advance the amount of such Contested Lien shall be determined adverse payment to the MortgagorEmployee, on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance. The Company shall make any payment in reimbursement of costs and expenses, Excise Tax, income tax, or other amounts due the Employee under this Section 7(c) no later than December 31 of the year following the year in which (x) the taxes that are the subject of the audit are remitted to the taxing authority, or (iiy) forthwith upon demand by the Lender if, in the opinion there is a final and non-appealable settlement or other resolution of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidlitigation.

Contests. Notwithstanding anything to (a) If the contrary herein containedPurchaser, the Mortgagor shall have the right to any other Indemnitee or any affiliate thereof receives any written notice of a pending or threatened audit, investigation, inquiry, assessment, proposed adjustment, notice of deficiency, litigation, contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims dispute that could result in a Loss for lien upon which the Premises Indemnitor is obligated to indemnify an Indemnitee under this Indemnity Agreement (each, a “Contested LienClaim”), and no Contested Lien shall constitute an Event the applicable Purchaser agrees promptly to notify the Indemnitor in writing of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted;such Claim. (b) The Mortgagor Upon written notice from the Indemnitor to the Purchaser within fifteen (15) days after receipt by Indemnitor of the notice referred to in Section 3(a), the Indemnitor or its designee shall either pay under protest have the sole right to represent the REITs or deposit the Rockpoint Class A Preferred Holder in the applicable Claim at the expense of the Indemnitor, with counsel selected by the Lender Indemnitor and in the full amount (forum selected by the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contestIndemnitor; provided that in lieu the case of such payment a Claim in respect of Section 2(e), the Mortgagor may furnish Indemnitor or its designee shall be entitled so to represent the REITs only in a controversy with the Internal Revenue Service (the “IRS”) for a taxable period ending on or before or that includes the date of Purchaser’s acquisition of the REIT Interests pursuant to the Lender a bond LP Agreement (the “Purchase Date”); provided that the VRLP or title indemnity in its designee shall be entitled to assume such amount and form, and issued by a bond or title insuring company, as may be satisfactory representation if upon VRLP’s request the Indemnitor is not able to demonstrate to VRLP’s reasonable satisfaction that the Indemnitor has the financial capability to satisfy its obligations hereunder with respect to the Lender;applicable Claim. Notwithstanding the foregoing, the Indemnitor shall not be entitled to settle any controversy so conducted by the Indemnitor without the prior written consent of the applicable Purchaser (not unreasonably to be withheld, delayed or conditioned) if such settlement could (i) adversely affect the tax status or liability of any REIT, any Indemnitee or any affiliate thereof for any taxable period commencing on or after or that includes the Purchase Date or (ii) reasonably be expected to result in a Loss to an Indemnitee for which such Indemnitee would not be indemnified under this Indemnity Agreement. (c) The Mortgagor Purchaser or its designee shall diligently prosecute contest any Claim not contested by the Indemnitor or its designee pursuant to Section 3(b), in good faith at the expense of the Indemnitor (such expenses, including reasonable legal, accounting and investigatory fees and costs, to be paid currently by the Indemnitor), with counsel selected by the Purchaser and in the forum selected by the Purchaser upon written request therefor from the Indemnitor to the Purchaser within thirty (30) days after receipt by the Indemnitor of the notice referred to in Section 3(a) accompanied by proof reasonably satisfactory to the Purchaser that the Indemnitor has the financial capability to satisfy its obligations hereunder with respect to the applicable Claim along with an opinion in form and substance reasonably satisfactory to Purchaser of independent tax counsel or accountants of recognized standing reasonably satisfactory to the Purchaser to the effect that there is substantial authority for the position that the Purchaser seeks to take in the contest of such Claim, provided that (i) the Purchaser shall not be required to pursue any Contested Lien appeal of a judicial decision under this Section 3(c) unless timely so requested in writing by appropriate legal proceedings having Indemnitor and shall not be obligated to contest any Claim in the effect U. S. Supreme Court, and (ii) the Indemnitor shall advance to the Purchaser on an interest free basis sufficient funds to pay the applicable tax, interest, penalties and additions to tax to the extent necessary for the contest to proceed in the forum selected by the Purchaser. VRLP shall have the sole right to represent the REITs in any controversy with the IRS that does not constitute a Claim or that is solely with respect to taxable periods beginning after the Purchase Date and to employ counsel of staying its choice at its expense. The Purchaser shall (except to the foreclosure extent provided in Section 3(d)) have full control over the conduct of any contest under this Section 3(c) but shall keep the Indemnitor informed as to the progress of such contest, shall provide the Indemnitor with all documents and information related to such contest reasonably requested in writing by the Indemnitor (other than tax returns (except for (i) separate company tax returns of any or forfeiture all REITS or (ii) portions of tax returns that include but are not limited to any or all REITS or information therefrom compiled by the PremisesPurchaser) and other confidential information), and shall permit consider in good faith any suggestions made by the Lender Indemnitor as to the conduct of such contest. Neither the Purchaser nor any REIT or any Indemnitee shall waive or extend the statute of limitations with respect to any taxable year of any REIT ending on or before or that includes the Purchase Date without the prior written consent of the Indemnitor (not unreasonably to be represented in any such contest and shall pay all expenses incurredwithheld, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demanddelayed or conditioned);. (d) The Mortgagor Purchaser shall pay each advise Indemnitor in writing of any settlement offer made by the IRS with respect to a controversy being contested pursuant to Section 3(c). Purchaser shall not be entitled to settle or compromise, either administratively or after the commencement of litigation, any controversy conducted by it pursuant to Section 3(c) without the prior written consent of the Indemnitor (not unreasonably to be withheld, delayed or conditioned) if such Contested Lien and all Lien Amounts together with interest and penalties thereon settlement or compromise (i) if would give rise to an obligation of Indemnitor to indemnify an Indemnitee under this Indemnity Agreement (unless Purchaser waives payment of such indemnity) or (ii) could adversely affect the liability of Indemnitor or any direct or indirect owner of Indemnitor for taxes. If the Indemnitor requests in writing that the Purchaser accept a settlement or compromise offer (other than a settlement or compromise offer that would adversely affect the status of any Indemnitee or any affiliate (other than the REITs) as a real estate investment trust for Federal income tax purposes or a settlement or compromise offer conditioned upon agreement with respect to any matter not indemnified against by Indemnitor under this Indemnity Agreement), the Purchaser shall either accept such settlement offer or agree with the Indemnitor that the liability of the Indemnitor with respect to such Claim under this Indemnity Agreement shall be limited to an amount calculated on the basis of such settlement offer. (e) Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim that is contested as set forth in Section 3(b) or 3(c), and Purchaser shall refund to Indemnitor any amount advanced by Indemnitor pursuant to clause (ii) of the proviso to the extent that first sentence of Section 3(c) in excess of the portion thereof due to Purchaser under this Indemnity Agreement, within fifteen (15) Business Days (as defined in the LP Agreement) after the earlier of (i) a decision, judgment, decree or other order by any such Contested Lien shall be determined adverse court of competent jurisdiction which has become final and is not appealed pursuant to the Mortgagorthis Indemnity Agreement, or (ii) forthwith upon entry into a closing agreement or other settlement agreement or compromise in connection with an administrative or judicial proceeding. Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim other than a Claim that is contested as set forth in Section 3(b) or 3(c) within fifteen (15) Business Days (as defined in the LP Agreement) after written demand therefor by the Lender if, in the opinion Purchaser accompanied by reasonable evidence of the Lender, liability for and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment amount of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing indemnity. Late payments shall be so much additional Indebtedness bearing bear interest at the Default Rate until paidrate of eighteen percent (18%) per annum compounded monthly (or if less, the highest rate allowed by law). (f) Except as provided above, the Purchaser and the other Indemnitees shall have full control over any decisions in respect of contesting or not contesting any tax matter and may pursue or not pursue administrative and/or judicial remedies and conduct any contest in any manner as they may determine, in each case in their sole and absolute discretion. (g) The Parties shall use commercially reasonable efforts to mitigate any Loss, including by availing the REITs at the expense of the Indemnitor of the mitigation provisions available to real estate investment trusts under the Code. (h) Notwithstanding anything herein to the contrary, under no circumstances shall the Indemnitor be liable for any Loss: (i) incurred by any Person (as defined in the LP Agreement) other than the REITs after the earlier of (A) the day immediately prior to the last day of the calendar quarter that includes the Purchase Date or (B) the last day of the tax year of the REITs that includes the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS) (it being understood that any tax arising from a failure to comply with Section 856(c)(4) of the Code in any quarter is incurred no sooner than the last day of the applicable quarter); or (ii) incurred by any or all of the REITs that results from a transaction (including a transaction deemed to occur for income tax purposes) that occurs after the date which is six (6) months following the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS); provided, however, that Indemnitor’s liability for any Loss relating to taxes shall be determined by reference to, and payable upon demand; and provided further that shall not exceed, the Lender may in such case use and apply monies deposited RP REITs’ Tax Liability Limitation (as provided in paragraph (b) hereinafter defined). For purposes of this Agreement, the term “RP REITs’ Tax Liability Limitation” (1) with respect to REIT I and REIT II shall mean the tax liabilities of the REITs that would have resulted had REIT I sold its assets on the Purchase Date for the value used to determine the Purchase Payments (as defined in the LP Agreement) under the LP Agreement (such maximum tax liabilities to be determined (x) for the sake of clarity, taking into account any additional tax arising from such sale resulting from the actual failure of either or both such REITs to qualify as a real estate investment trust within the meaning of Section 856 of the Code on or prior to the Purchase Date, and may demand payment upon (y) without giving effect to any bond items of deduction or title indemnity furnished credits unrelated to such deemed sales that either or both REITs would have had available to reduce their tax liabilities resulting from such sales), and (2) with respect to REIT III and REIT IV, shall mean the same as aforesaidsuch term is defined in clause (1), but substituting “REIT III” for “REIT I” where used therein. (i) Notwithstanding anything contained herein to the contrary, no Specified Matter shall be treated as failing to be true and correct, and therefore no such Specified Matter shall be the basis for indemnification under this Indemnity Agreement, to the extent any failure of such Specified Matter to be true and correct is the result of a breach by the VRT, VRLP, the Partnership or any Indemnitee of any representation, warranty or covenant in the Purchase Agreement, any Closing Documents (as defined in the Purchase Agreement) or any Transaction Document, including any failure by the Partnership to operate in accordance with the REIT Requirements (as defined in the LP Agreement), or as a result of any Event of Default (as defined in the LP Agreement). (j) The amount for which Indemnitor is otherwise liable hereunder shall be reduced by reason of any liability that it would not have incurred but for an Event of Default having occurred.

Contests. Notwithstanding anything to the contrary herein containedTenant, the Mortgagor shall have the right to contest on its own or on Landlord’s behalf (or in Landlord’s name), but at Tenant’s sole cost and expense, may contest, by appropriate legal proceedings diligently prosecuted conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Taxes imposed Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or assessed upon the Premises or which may be or become a lien thereon and any mechanics’claim not otherwise permitted by Article 12, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: provided that (a) The Mortgagor in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall forthwith give notice suspend the collection thereof from Landlord or Tenant and from the portion of any Contested Lien the Property subject to the Lender at the time the same shall be asserted; such contest, (b) The Mortgagor shall either pay under protest neither such Property nor any Rent therefrom nor any part thereof nor interest therein would be subject to any imminent risk of being sold, forfeited, attached, foreclosed, or deposit with the Lender the full amount (the “Lien Amount”) lost as a result of such Contested Liennon-payment or non-compliance, (c) in the case of a Legal Requirement, neither Tenant nor Landlord would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (d) in the case of an Insurance Requirement, the coverage required by Article 14 shall be maintained, and (e) if such contest be finally resolved against Landlord or Tenant, Tenant shall, as Additional Charges due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Notwithstanding any express or implied provision of this Article to the contrary, the provisions of this Article shall not be construed to permit Tenant to contest the payment of Base Rent (except as to contests concerning the method of computation) or any other sums payable by Tenant to Landlord hereunder. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such amount authorizations and other documents as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented required in any such contest and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. Tenant shall indemnify, defend and shall pay all expenses incurredsave Landlord harmless against any liability, cost or expense of any kind that may be imposed upon Landlord in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together connection with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; contest and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidloss resulting therefrom.

Contests. An Indemnitee shall forward to Lessee any notice such Indemnitee receives from any Person in regard to a proposed imposition or adjustment by any Governmental Authority that would result in a liability for Taxes with respect to which Lessee has liability under this Article 21 promptly after receipt by such Indemnitee; provided, however, that failure to do so shall not eliminate any liability by Lessee to an Indemnitee under this Article 21 except to the extent of additional interest, penalties and the like attributable to such failure or if such failure effectively precludes the ability to conduct a contest of such Taxes. Such Indemnitee shall consult with Lessee in determining whether to contest such proposed adjustment and the manner of proceeding with such contest (including whether and to what extent to allow Lessee to control the contest and to conduct the contest in its name if permissible under applicable Law or in the name of such Indemnitee); provided, however, that (a) such Indemnitee reserves the right to agree or not to agree to pursue any such contest, (b) Lessee shall keep such Indemnitee informed of the status of the contest and consult with such Indemnitee regarding the manner in which to proceed with such contest, and (c) such Indemnitee reserves the right to agree to any compromise or settlement proposal. Notwithstanding anything to the contrary herein containedcontained in this Section 21.5, the Mortgagor such Indemnitee shall have the right not be obligated to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become pursue a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon claim unless (i) prior to taking such action Lessee shall have agreed to pay or, in the case of item (C) below, lend on an interest-free basis, to such Indemnitee an amount equal to all out-of-pocket costs and expenses such Indemnitee actually incurs in connection with and reasonably allocable to contesting such claim, including, without limitation, (A) all reasonable legal, accountants’, and investigatory fees and disbursements, (B) the amount of any interest or penalty payable as a result of contesting such claim, and (C) if such contest is to be initiated by the payment of, and the claiming of a refund for, Taxes, sufficient funds to make such payment (and in the extent that any event such Contested Lien contest is finally determined adversely, the amount of such loan shall be determined adverse applied against Lessee’s obligation to indemnify such Indemnitee for the MortgagorTaxes which relate to such contest), or (ii) forthwith upon demand by the Lender if, in the opinion such proceedings do not involve any material risk or danger of the Lendersale, forfeiture, or loss of any Item of Equipment, or, if there is such a risk, Lessee has provided to such Indemnitee a bond in form and notwithstanding substance reasonably satisfactory to such Indemnitee in an amount sufficient to protect such Indemnitee from any detriment that would be suffered by such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosedIndemnitee as a result ▇▇▇▇▇▇▇▇▇▇ ▇▇-600-2C10; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.MSN 10070

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’', materialmen’s 's or other liens or claims for lien upon the Premises (each, a “all herein called "Contested Lien”Liens"), and no Contested Lien Liens shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The a. Mortgagor shall forthwith give notice of any Contested Lien to the Lender Mortgagee at the time the same shall be asserted; (b) The b. Mortgagor shall either pay under protest or deposit with the Lender Mortgagee the full amount (the “herein called "Lien Amount”") of such Contested Lien, together with such amount as the Lender Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may may, at its option, furnish to the Lender Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be reasonably satisfactory to the LenderMortgagee; (c) The c. Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Mortgagee to be represented in any such contest and shall pay all reasonable expenses incurred, in so doing, including fees and expenses of the Lender’s Mortgagee's counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Loan Rate until paid, and payable upon demand); (d) The d. Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender Mortgagee if, in the reasonable opinion of the LenderMortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the reasonable judgment of the Lender Mortgagee to obtain the release and discharge of such liens; and any amount expended by the Lender Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender Mortgagee may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything If claim is made against a Tax Indemnitee for any Tax with respect to which Lessee has an obligation under this Section 9(c), Lessor shall cause Tax Indemnitee to promptly notify the contrary herein containedLessee; provided, however, that the Mortgagor failure to so notify Lessee shall not diminish Lessee's obligations to indemnify under this Section 9(c). If reasonably requested by the Lessee in writing and provided no Event of Default shall have occurred and is continuing, Lessor, at the right sole expense of the Lessee, shall itself (or shall cause such Tax Indemnitee to) in good faith and diligently contest (and not settle without Lessee's written consent) or shall (or shall cause such Tax Indemnitee to) permit the Lessee, if desired by the Lessee, to contest in the name of the Lessee the validity, applicability or amount of such Tax. Lessor shall cause such Tax Indemnitee to contest, or shall permit the Lessee to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon (a) resisting payment thereof if practicable, (b) not paying the Premises or which may be or become a lien thereon same except under protest with funds advanced by Lessee on an interest-free basis, if protest is necessary and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”)proper, and no Contested Lien (c) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that, in each such instance, the Lessor and such, Tax Indemnitee shall constitute an Event of Default under this Mortgage, if, but only ifnot be required to undertake any contest or permit the Lessee to contest unless: (aA) The Mortgagor Lessee shall forthwith give notice have provided Lessor and the Tax Indemnitee with an opinion of legal counsel reasonably acceptable to Lessor and the Tax Indemnitee to the effect that a reasonable basis exists to contest such claim (provided, however, that no such opinion shall be necessary in order to contest such claim in meetings with auditors, revenue agents, or in other informal meetings with staff members of the applicable tax authority) and, prior to the commencement of any Contested Lien appeal of an adverse judicial decision, with an opinion of such legal counsel to the Lender at the time the same effect that a reasonable basis exists to appeal such adverse judicial decision (which opinions shall be assertedobtained at Lessee's sole cost and expense); (bB) The Mortgagor shall either pay such proceedings, in the sole reasonable discretion of Lessor and the Tax Indemnitee, do not involve any material risk or danger of the sale, forfeiture or loss of the Aircraft or any part thereof or interest therein or the imposition of criminal penalties or sanctions against Lessor or such Tax Indemnitee or the creation of any Lien other than a Lien for Taxes not yet due or being contested in good faith by appropriate proceedings, and for payment of which such reserves if any, as are required to be provided under protest generally accepted accounting principles have been made unless Lessee has provided to the Tax Indemnitee a bond or deposit with other security reasonably satisfactory to the Lender the full amount Tax Indemnitee (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu the case [Lease Agreement] of criminal penalties or sanctions such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may other security shall be satisfactory to the LenderTax Indemnitee in its sole discretion) to protect against such risk or danger; (cC) The Mortgagor shall diligently prosecute in the event that the subject matter of the contest is of a continuing nature and has previously been decided adversely pursuant to the contest provisions of this Section 9(c) by the highest court to which an appeal could be taken (other than the U.S. Supreme Court), there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and the Tax Indemnitee shall have received an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee, which opinion shall be obtained at the Lessee's sole expense, to the effect that, as a result of such change, it is more likely than not that the position which the Tax Indemnitee or the Lessee, as the case may be, had asserted in such previous contest would prevail. (D) no Event of Default shall have occurred and be continuing, (E) prior to the commencement of any Contested Lien contest undertaken by appropriate legal proceedings having the effect Lessee or any contest undertaken by any Tax Indemnitee, the Lessee shall have delivered to such Tax Indemnitee a written acknowledgment of staying the foreclosure or forfeiture of the Premises, its obligation to indemnify fully Lessor and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and Tax Indemnitee to the extent that any the contest is not successful; (F) if such Contested Lien contest is to be initiated by the payment of, and the claiming of a refund for, such Tax, Lessee shall be determined adverse have advanced to the MortgagorTax Indemnitee sufficient funds (on an interest-free basis) to make such payments, or (ii) forthwith upon demand by the Lender ifprovided, in the opinion of the Lenderhowever, and notwithstanding that Lessee shall indemnify such Tax Indemnitee for any adverse tax consequences resulting from such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but advance. Lessee shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may deemed to be necessary in the judgment default under any of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) above indemnification provisions of this Section 9(c) so long as Lessee shall diligently prosecute a contest in conformity with the requirements of this Section 9(c)(vi), or in the case where the Lessor or a Tax Indemnitee shall be prosecuting such contest pursuant to this Section 9(c)(vi), Lessee has fulfilled all of its obligations under this Section 9(c)(vi) with respect to such contest. Notwithstanding the foregoing, if a claim is made against a Tax Indemnitee which, if successful, would result in a Tax under circumstances which would require the Lessee to indemnify such Tax Indemnitee, such Tax Indemnitee shall be released from its responsibility to contest such claim, or part thereof, if it agrees in writing with Lessee not to seek indemnification from Lessee in respect of the claim, or such part thereof to be contested. In the event a Tax Indemnitee fails diligently to [Lease Agreement] contest, or refuses to permit the Lessee to contest, a claim or part thereof which such Tax Indemnitee has the obligation to contest or to permit Lessee to contest under this Section 9(c), then Lessee shall not be obligated to indemnify such Tax Indemnitee for such claim or such part thereof and may demand such Tax Indemnitee shall refund to Lessee any amounts paid or advanced by Lessee in connection with such Tax that were the subject of such claim (plus interest from the date payment upon any bond or title indemnity furnished as aforesaidis due at the rate established for refunds by the authority imposing such Tax); provided, however, that this sentence shall not apply where a Tax Indemnitee permits the Lessee to contest and the Lessee fails to diligently contest.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor Borrowers shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested LienLiens”), and no Contested Lien shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor Borrowers shall forthwith give notice of any Contested Lien to the Lender Bank at the time the same shall be assertedasserted and Borrowers shall have received notice thereof from Tenant; (b) The Mortgagor shall either pay under protest or deposit with provisions of Section 4.4 of the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lenderapplicable Lease are complied with; (c) The Mortgagor Borrowers shall cause the Tenant to diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);proceedings; and (d) The Mortgagor Borrowers shall pay each such Contested Lien and all Lien Amounts lien amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the MortgagorBorrowers, or (ii) forthwith upon demand by the Lender Bank if, in the opinion of the LenderBank, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor Borrowers shall fail so to do, the Lender Bank may, but shall not be required to, pay all such Contested Liens and Lien Amounts lien amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Bank to obtain the release and discharge of such liens; and any amount expended by the Lender Bank in so doing shall be so much additional Indebtedness Loan bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything to the contrary herein containedcontained in any of the Loan Documents, the Mortgagor Borrower shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises Property or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises Property (each, a all herein called “Contested LienLiens”), and no Contested Lien Liens shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor a. Borrower shall forthwith give notice of any Contested Lien to the Lender at the time the contest of the same shall be asserted; (b) The Mortgagor b. Borrower shall either pay under protest or deposit with the Lender the full amount (the herein called “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor Borrower may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Lender in the Lenderexercise of its reasonable discretion; (c) The Mortgagor c. Borrower shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the PremisesProperty, and shall permit the Lender to be represented in any such contest and shall pay all expenses actually incurred, in so doing, including the reasonable fees and expenses of the Lender▇▇▇▇▇▇’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor d. Borrower shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the MortgagorBorrower, or (ii) forthwith upon demand by the Lender ▇▇▇▇▇▇ if, in the reasonable opinion of the Lender▇▇▇▇▇▇, and notwithstanding any such contest, the Premises Property shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor Borrower shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount actually expended by the Lender ▇▇▇▇▇▇ in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything If any claim shall be made against any Tax -------- Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section ------- 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the --- Lessee may have an indemnity obligation pursuant to Section 7.4 may be ----------- payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that the Lessee shall have acknowledged in writing its -------- ------- obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful, and, provided further, that the Lessee shall not be entitled -------- ------- to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then control the defense of such contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, however, such Tax Indemnitee shall in no -------- event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender ifLessee in accordance with the foregoing. Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee with such information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have ----------- occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent ----------- of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 ----------- with respect to such Claim. Notwithstanding anything contained herein to the contrary, (I) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest except on its own behalf if it is subject thereto) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect ----------- to other taxable years the contest of which is precluded as a result of such waiver) and (II) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which, in the opinion of Tax Indemnitee's counsel, creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each Tax Indemnitee and the Premises Lessee shall be consult in jeopardy or in danger of being forfeited or foreclosed; provided that if good faith with each other regarding the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything (a) Whenever a party hereto (the "Indemnitee") becomes aware of the existence of an issue that could increase the liability for any Tax, or decrease the amount of any refund, of the other party hereto or any member of its Group or require a payment hereunder (an "Indemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (the "Indemnitor") of such Indemnity Issue. The failure of any Indemnitee to give such notice shall not relieve any Indemnitor of its obligations under this Agreement, except to the contrary herein containedextent that such Indemnitor or its affiliate is actually materially prejudiced by such failure to give notice. (b) The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the Mortgagor subject matter of which is or includes an Indemnity Issue in respect of a Pre-Distribution Period and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue in respect of a Pre-Distribution Period. (c) Except as provided in Section 4.2(d), Grace-Conn. shall have the right to contest by decide as between the parties hereto how any Indemnity Issue for a Pre-Distribution Taxable Period is to be dealt with and finally resolved with the appropriate legal proceedings diligently prosecuted taxing authority and shall control all Proceedings relating thereto. Grace agrees to cooperate with Grace-Conn. in the settlement of any Taxes imposed such Indemnity Issue; provided, however, that Grace-Conn. shall act in good faith in the conduct of such Proceedings and shall keep Grace reasonably informed of any developments which can reasonably be expected to affect adversely Grace. Such cooperation shall include permitting Grace-Conn. to litigate or assessed upon otherwise resolve any such Indemnity Issue. It is expressly the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon intention of the Premises (each, a “Contested Lien”)parties to this Agreement to take, and no Contested Lien the parties shall constitute an Event of Default under this Mortgagetake, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien all actions necessary to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount establish Grace- Conn. as the Lender may reasonably estimate as interest or penalties which might arise during sole agent for Tax purposes of each member of the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring companyAffiliated Group, as may be satisfactory to if Grace-Conn. were the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture common parent of the PremisesAffiliated Group, with respect to all combined, consolidated and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses unitary Tax Returns of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at Affiliated Group for the Default Rate until paid, and payable upon demand);Pre- Distribution Taxable Periods. (d) The Mortgagor parties jointly shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon represent the interests of (i) if the Affiliated Group in any Proceeding relating to any Straddle Period and (ii) any Foreign Packco Subsidiary in any Proceeding relating to the extent any taxable period that involves an Indemnity Issue. Neither party shall settle any dispute relating to any such Contested Lien period without the consent of the other party (which consent shall not be unreasonably withheld); provided, however, that if either party proposes a settlement and the other party does not consent thereto, the nonconsenting party shall assume control of the Proceeding (and bear all subsequently incurred costs, fees and expenses relating thereto) and the respective liabilities of the parties shall be determined adverse pursuant to Section 6.7 based on the magnitude and likelihood of success of the issues involved in the Proceeding, the reasonableness of the settlement offer, the expense of continuing the Proceeding and other relevant factors. Any other disputes regarding the conduct or resolution of any such Proceeding shall be resolved pursuant to Section 6.7. All costs, fees and expenses paid to third parties in the course of such Proceeding shall be borne by the parties in the same ratio as the ratio in which, pursuant to the Mortgagorterms of this Agreement, or (ii) forthwith upon demand the parties would share the responsibility for payment of the Taxes asserted by the Lender iftaxing authority in its claim or assessment if such claim or assessment were sustained in its entirety; provided, however, that in the opinion of the Lender, and notwithstanding event that any such contestparty hereto retains its own advisors or experts in connection with any Proceeding, the Premises costs and expenses thereof shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all borne solely by such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidparty.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action if requested to do so by the right Lessee, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender if, Lessee in accordance with the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidforegoing.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action if requested to do so by the right Lessee, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender ifLessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each Tax Indemnitee and the Premises Lessee shall be consult in jeopardy or in danger of being forfeited or foreclosed; provided that if good faith with each other regarding the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at Mortgagee promptly after the time that the Mortgagor has knowledge that the same shall be have been asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender Mortgagee the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderMortgagee; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and and, if any Event of Default then shall exist under this Mortgage or any other Loan Document, shall permit the Lender Mortgagee to be represented in any such contest and shall pay all reasonable expenses incurred, of the Mortgagee in so doing, including fees and expenses of the LenderMortgagee’s counsel (all of which amounts expended by the Mortgagee shall be payable by the Mortgagor after demand and, after demand, shall constitute so much additional Indebtedness Indebtedness, bearing interest (at the Default Rate Rate, if applicable) until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender Mortgagee if, in the reasonable opinion of the LenderMortgagee, and notwithstanding any such contest, the Premises shall be in imminent jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Mortgagee to obtain the release and discharge of such liens; and any amount expended by the Lender Mortgagee in so doing shall be payable by the Mortgagor after demand and, after demand, shall constitute so much additional Indebtedness Indebtedness, bearing interest (at the Default Rate Rate, if applicable) until paid, and payable upon demand; and provided further that the Lender Mortgagee may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything to So long as (x) no Event of Default shall have occurred and be continuing and (y) such contest does not create any material risk of the contrary herein containedsale, loss or forfeiture of the Mortgagor Premises or any other material adverse effect upon Landlord, Tenant shall have the right to contest contest, at Tenant’s expense, the amount or validity, in whole or in part, of any Tax, by appropriate legal proceedings diligently prosecuted conducted by Tenant in good faith, without prior payment of such Tax, unless failure to pay would operate as a bar to such contest or interfere materially with the prosecution thereof, in either of which latter events Tenant shall pay the Tax prior to contesting same. Upon the termination of such proceedings, Tenant shall pay such amount of any Taxes imposed such Tax or assessed upon part thereof as is finally determined in such proceedings, the Premises payment of which, pursuant to the foregoing provisions of this Section, shall have been deferred during the prosecution of such proceedings, together with all costs, fees, interest, penalties and other liabilities in connection therewith. If the Term of this Lease shall be terminated or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon expire during the Premises (each, a “Contested Lien”)course of such proceedings, and no Contested Lien shall constitute an Event of Default under this Mortgageif Tenant, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien pursuant to the Lender at foregoing provisions, shall have deferred payment of the time contested Tax, then Tenant may elect, prior to such termination or expiration of the same shall be asserted; Term, in its sole discretion either (bi) The Mortgagor shall either pay under protest to deposit into escrow with a bank or deposit with the Lender financial institution reasonably acceptable to Landlord the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien contested Tax and all Lien Amounts together with interest and penalties thereon (i) if attributable to such deferred payment, and proceed to the extent that any such Contested Lien shall be determined adverse to conclusion of the Mortgagorcontest, or (ii) forthwith upon demand by to duly terminate such proceedings and pay to the Lender if, in appropriate taxing authorities the opinion full amount of the Lender, such Tax and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon attributable to such deferred payment. Upon request by Tenant and at Tenant’s sole cost and expense, Landlord, subject to the reasonable approval of Landlord’s counsel, shall execute and deliver any and all documents and take any and all such other sums action as may be necessary to permit Tenant to bring such proceedings in Tenant’s name or by Tenant on behalf of Landlord and otherwise shall facilitate the judgment conduct of such proceedings by Tenant. Any refunds of Taxes paid by Tenant resulting from such contest by Tenant and attributable to any period occurring prior to or during the Term shall be payable to Tenant, even if received after the end of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidTerm.

Contests. Notwithstanding anything If any Claim shall be made against any Indemnitee or if any proceeding shall be commenced against any Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessees may have an indemnity obligation pursuant to Section 8.1, or if any Indemnitee shall determine that any Taxes as to which Lessees may have an indemnity obligation pursuant to Section 8.1 may be payable, such Indemnitee shall promptly notify Lessees. Lessees shall be entitled, at its expense, acting through counsel reasonably acceptable to such Indemnitee, to participate in, and, to the contrary herein containedextent that Lessees desire to, assume and control the Mortgagor defense thereof; provided, however, that Lessees shall have acknowledged in writing their obligation to indemnify fully such Indemnitee in respect of such action, suit or proceeding; and, provided, further, that Lessees shall not be entitled to assume and control the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest such action, suit or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) proceeding if and to the extent that (A) Lessees are not able to provide such Indemnitee with a legal opinion of counsel reasonably acceptable to such Indemnitee that such action, suit or proceeding does not involve (x) a risk of imposition of criminal liability or (y) any material risk of material civil liability on such Contested Lien shall be determined adverse to Indemnitee and will not involve a material risk of the Mortgagorsale, forfeiture or loss of, or the creation of any Lien (iiother than a Permitted Lien) forthwith upon demand by on any of the Lender ifLeased Property, any Deed of Trust Estate, the Trust Estate or any part thereof, unless, in the case of this clause (y), Lessees contemporaneously with such opinion shall have posted a bond or other security satisfactory to the relevant Indemnitee in respect to such risk, (B) the control of such action, suit or proceeding would involve a bona fide conflict of interest, (C) such proceeding involves Claims not fully indemnified by Lessees which Lessees and the LenderIndemnitee have been unable to sever from the indemnified claim(s), (D) a Lease Event of Default has occurred and is continuing or (E) such action, suit or proceeding involves matters which extend beyond or are unrelated to the transaction contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Indemnitee notwithstanding indemnification by Lessees. The Indemnitee, on the one hand, and notwithstanding Lessees and Parent, on the other hand, may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by each other in accordance with the foregoing. Each Indemnitee shall at Lessees' expense supply Lessees with such contestinformation and documents reasonably requested by Lessees as are necessary or advisable for Lessees to participate in any action, suit or proceeding to the Premises extent permitted by this Section 8.3. Unless a Participation Agreement Lease Event of Default shall have occurred and be in jeopardy continuing, no Indemnitee shall enter into any settlement or in danger other compromise with respect to any Claim which is entitled to be indemnified under this Section 8.3 without the prior written consent of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to doLessees, the Lender may, but which consent shall not be required tounreasonably withheld, pay all unless such Contested Liens Indemnitee waives its right to be indemnified under this Section 8.3 with respect to such Claim. In addition, if an Indemnitee, in violation of Lessees' right to assume and Lien Amounts control the defense of any Claim, refuses to permit Lessees to control the defense, such Indemnitee waives its right to be indemnified under Section 8.1 with respect to such Claim. (a) a Claim with respect to the imposition of any Tax if such Indemnitee shall waive its right to indemnification under this Section 8.3 with respect to such claim (and interest and penalties thereon and such any related claim with respect to other sums taxable years the contest of which is precluded or otherwise adversely affected as may be necessary in the judgment of the Lender to obtain the release and discharge a result of such liens; waiver) and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) any Claim if the subject matter thereof shall be of this Section a continuing nature and may demand payment upon any bond or title indemnity furnished as aforesaidshall have previously been decided adversely. Each Indemnitee and Lessees shall consult in good faith with each other concerning each step and decision regarding the conduct of such contest controlled by either, including the forum in which the claim is most likely to be favorably resolved.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor (a) Tenant shall have the right to contest the validity, in whole or in part, of any Imposition by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, conducted in good faith but only after payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event Tenant may postpone or defer payment of such Imposition during the pendency of such proceedings if: (ai) The Mortgagor neither the Demised Premises nor any part thereof would, by reason of such postponement or deferment, be in danger of being sold, forfeited or lost; and (ii) if Tenant is not an Investment Grade Entity, Tenant shall forthwith give notice have deposited with Landlord 100% the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Demised Premises or any part thereof in such proceedings, and shall have furnished to Landlord additional security reasonably satisfactory to Landlord sufficient to cover such amount, together with interest, penalties and charges for the period which such proceedings may reasonably be expected to take. Landlord shall hold all funds deposited by Tenant pursuant to the preceding sentence in an interest bearing account in a New York Clearing House member bank, and the interest thereon shall be credited to Tenant (Tenant to pay all taxes on such interest). Upon the termination of any Contested Lien such proceedings, Tenant shall pay, or may direct Landlord to pay out of such deposit, the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities accrued in connection therewith, and, upon such payment, Landlord shall return to Tenant, with interest, the balance of the amount, if any, deposited with Landlord with respect to such Imposition. If, at any time during the continuance of such proceedings, Landlord shall reasonably deem the amount deposited insufficient, Tenant shall, within thirty (30) days after written demand therefor, make an additional deposit of such sum as Landlord reasonably may request, and upon failure of Tenant so to do, Landlord in addition to any other remedy it may have, may apply the amount theretofore deposited to the Lender at payment, removal and discharge of such Imposition, and the time interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the same balance, if any, shall be asserted;returned to Tenant. (b) The Mortgagor Landlord shall either pay under protest or deposit with have the Lender the full amount (the “Lien Amount”right, at Landlord's election, to participate in any such proceedings brought by Tenant pursuant to Section 5.3(a) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise hereof during the period last five (5) tax years during the Term hereof. Landlord has provided all information and transferred to Tenant all responsibility with respect to the tax certiorari proceedings with respect to the Original Premises which was brought by Landlord for the tax year commencing on July 1, 2001, and ending on June 30, 2002. Tenant has employed counsel reasonably acceptable to Landlord to consummate such proceedings. Landlord terminated the portion of contest; the existing agreement between Landlord and Deloitte & Touche which related to the 2001-2002 tax certiorari proceedings with respect to the Building and Land. In the event that Tenant elects not to bring any such proceedings for any tax year during the Term hereof, Landlord shall have the right, but not the obligation, to bring such proceedings. The reasonable costs and expenses incurred by Landlord in connection with any such proceedings shall be allocated between Landlord and Tenant in proportion to the respective amounts of square footage of the Demised Premises involved in such proceedings and square footage of the balance of the Building involved in such proceedings. Any "net tax refund" (as hereafter defined) payable as a result of any proceedings to review such assessed valuations shall be paid and belong to Tenant (provided that in lieu the event a Default exists under Section 17.1(a) hereof, Landlord shall be entitled to offset the amount of such payment Default (together with interest at the Mortgagor may furnish Interest Rate) against the amount payable to Tenant hereunder) except that any net tax refund payable as a result of any proceeding with respect to the Lender a bond 2001-2002 tax year and the tax year in which this Lease terminates shall be apportioned between Landlord and Tenant. For purposes of this Section, the term "net tax refund" shall mean the tax refund actually received by Tenant in contesting the assessed valuation of the Demised Premises (or title indemnity in such amount and form, and issued by a bond or title insuring companythe Original Premises, as may be satisfactory applicable) less the expenses incurred by Tenant and Landlord in connection with such proceeding. Tenant shall have the right to the Lender;seek and receive any refund of any tax on its leasehold estate paid by it. (c) The Mortgagor shall diligently prosecute Tenant acknowledges that Landlord entered into a certain Tax Agreement with the contest City of any Contested Lien by appropriate legal proceedings having New York (the effect "Tax Agreement") pertaining to the Building, a copy of staying which is attached hereto as Schedule C. Tenant hereby consents to the foreclosure or forfeiture provisions of the PremisesTax Agreement and agrees that, notwithstanding anything to the contrary in this Section 5.3, Tenant shall comply with the provisions of Paragraphs 5, 6, 7 and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses 12 of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);Tax Agreement. (d) The Mortgagor shall pay each such Contested Lien Tenant agrees to indemnify and save harmless Landlord against and from all Lien Amounts together with interest liabilities, obligations, damages, penalties, claims, costs, charges and penalties thereon (i) if expenses incurred by or asserted against Landlord under Paragraph 6 of the Tax Agreement as a result of any claims and to demands made by Tenant or any tenant, subtenant or occupant of the extent that any such Contested Lien shall be determined adverse to the MortgagorDemised Premises, or any portion thereof, that the Aggregate Value (ii) forthwith upon demand by the Lender if, as defined in the opinion Tax Agreement) or the apportionment of the Lender, and notwithstanding any such contest, the Premises shall Aggregate Value should be in jeopardy by a methodology or in danger apportionment of being forfeited or foreclosed; provided Aggregate Value other than that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary set forth in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidTax Agreement.

Contests. Notwithstanding anything to the contrary herein containedProvided that Tenant shall not be in default under this Lease (beyond expiration of applicable notice and cure periods, the Mortgagor if any), Tenant shall have the right to contest by appropriate legal proceedings diligently prosecuted conducted in good faith, in the name of the Tenant, without cost, expense, liability or damage to the Property or to Landlord, the validity or application of any Taxes imposed Legal Requirement and, if compliance with any of the terms of any such Legal Requirement may legally be delayed pending the prosecution of any such proceeding. Tenant may delay such compliance therewith until the final determination of such proceeding (but in no event shall such a delay extend or assessed upon delay the Premises Anticipated Completion Date or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”Commencement Date), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: provided in each case that: (a) The Mortgagor Landlord shall forthwith give notice not be subject to civil or criminal, claims, penalty or damages or to prosecution for a crime, nor shall the Property or any equipment and improvements therein or any part thereof be subject to being condemned or vacated, or subject to any lien or encumbrance, by reason of any Contested Lien to the Lender at the time the same shall be asserted; non-compliance or otherwise by reason of such contest; (b) The Mortgagor before the commencement of such contest, Tenant shall either pay under protest or deposit with furnish to Landlord the Lender the full bond of a surety company satisfactory to Landlord, in form and substance satisfactory to Landlord and in an amount equal to one hundred percent (the “Lien Amount”100%) of the cost of such Contested Lien, together compliance (as estimated by Landlord) and shall indemnify Landlord against the cost of such compliance and any liability resulting from or incurred in connection with such amount as the Lender may reasonably estimate as interest contest or penalties which might arise during the period of contestnon-compliance (including, without limitation, attorneys fees); provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor such non-compliance or contest shall not constitute or result in any violation of any mortgage or ground lease now or hereafter encumbering the Property, or if any present or future holder of any such mortgage or the lessor’s position under any ground lease (a “Land Lessor”) shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status of such proceedings in good faith and shall diligently prosecute the contest same1 to completion. Landlord shall be deemed subject to prosecution for a crime if Landlord, any present or future holder of any Contested Lien by appropriate legal proceedings having such mortgage, a Land Lessor or any of their officers, directors, partners, shareholders, agents or employees, is charged with a crime of any kind whatever unless such charge is withdrawn five (5) days before such party is required to plead or answer thereto. This section 14.32 shall survive the effect of staying the foreclosure expiration or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) earlier termination of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidLease.

Contests. Subject to the rights of insurers under policies of insurance maintained pursuant to Section 13 of the Lease, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Claim for which indemnification is sought under this Section 12.1, and the Indemnitee shall cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in connection therewith, provided that the Lessee shall not have the right without the consent of the Indemnitee to defend, contest or compromise any claim with respect to such Indemnitee (i) if a Lease Event of Default shall have occurred and be continuing, (ii) if such proceeding involves any material danger of the sale, forfeiture or loss of the Undivided Interest, or (iii) if such Claim involves a realistic possibility of criminal sanctions or criminal liability to such Indemnitee, in which event the Indemnitee shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee will not be required to acknowledge liability as a condition to exercising its contest rights hereunder unless the Lessee assumes control of such contest. With respect to any Claim, liability for which the Lessee shall have acknowledged to the relevant Indemnitee in writing, in the event that in the course of the investigation or defense of such Claim, the Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto, it may give notice to the applicable Indemnitee of such fact; and, in such case, any acknowledgement therefore made by the Lessee of its liability with respect to such Claim shall be deemed revoked, and the Lessee may thereupon cease to defend such Claim, provided that (i) it shall have given the Indemnitee reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Lessee's conduct regarding the defense of such Claim or any decision to withdraw from such defense shall not materially prejudice or have materially prejudiced the Indemnitee's ability to contest such Claim (taking into account, among other things, the time of the Lessee's withdrawal and the theory or theories upon which the Lessee shall have based its defense), and (iii) the Lessee shall have given such Indemnitee all materials, documents and records relating to its defense of such Claim as such Indemnitee shall have reasonably requested in connection with the assumption by such Indemnitee of the defense of such Claim at the cost and expense of such Indemnitee unless it is determined that the Lessee is required to indemnify such Indemnitee for such Claim, in which case at the cost and expense of the Lessee. In the event that the Lessee shall cease to defend any Claim pursuant to the preceding sentence, the Lessee shall indemnify each Indemnitee to the extent that the actions of the Lessee in defending such Claim or the manner or time of the Lessee's election to withdraw from the defense of such Claim shall have caused such Indemnitee to incur any loss, cost, liability or expense which such Indemnitee might not have incurred had the Lessee not ceased to defend such Claim in such manner or such time; provided, however, that the Lessee shall not be required to indemnify such Indemnitee to the extent that the Lessee shall have proven (in a judicial proceeding or otherwise) that neither its manner of defending such Claim nor the manner of time of its withdrawal from the defense of such Claim caused such loss, cost, liability or expense. The Lessee will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Lessee's control or is reasonably available to the Lessee, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to investigate or defend any Claim. The Lessee shall keep the Indemnitee which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnitee with all information with respect to such proceeding as such Indemnitee shall reasonably request. In the event an Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as such Indemnitee shall reasonably request. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that, if (i) in the written opinion of counsel to such Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee informs the Lessee that such Indemnitee desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and such participation shall not constitute a waiver of the right to receive the indemnification provided in this Section 12.1. Notwithstanding anything to the contrary herein containedcontained herein, except as otherwise provided in the following sentence, during the continuance of a Lease Event of Default, the Mortgagor Lessee shall have not compromise any Claim without the right consent of the applicable Indemnitee unless such Claim is simultaneously discharged, such consent not to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien unreasonably withheld. Notwithstanding anything to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Liencontrary contained in this Section 12.1, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that the defense or settlement of any Claim in respect of which an Indemnitee is entitled to indemnification hereunder is governed by the terms of the Operating Agreement, such Contested Lien defense or settlement shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand governed by the Lender ifOperating Agreement; provided, that the defense or settlement of such Claim in accordance with the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but Operating Agreement shall not be required to, pay all limit the Lessee's obligations to indemnify such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Claim pursuant to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid12.1.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify DTD. DTD shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that DTD desires to, assume and control the Mortgagor defense thereof; provided, however, that DTD shall have acknowledged in writing its and each Lessee's obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful; and, provided further, that DTD shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of DTD and the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessees, on behalf of DTD with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure DTD or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (ia Lessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless DTD or a Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessees which DTD and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if DTD shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Mortgagor, Tax Indemnitee and reasonably satisfactory to DTD stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand by the Lender if, in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the Lendereffect that such appeal is more likely than not to be successful, and notwithstanding any provided, however, such contest, the Premises Tax Indemnitee shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not no event be required to, pay all such Contested Liens to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and Lien Amounts and interest and penalties thereon and such other sums as may be necessary with its own counsel in any proceeding conducted by DTD in accordance with the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidforegoing.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any material risk of civil liability in excess of $1,000,000 on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender ifLessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents in such Tax Indemnitee's possession as are reasonably requested by the Lessee and are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each Tax Indemnitee and the Premises Lessee shall be consult in jeopardy or in danger of being forfeited or foreclosed; provided that if good faith with each other regarding the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a all herein called “Contested LienLiens”), and no Contested Lien Liens shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The a. Mortgagor shall forthwith give notice of any Contested Lien to the Lender Mortgagee at the time the same shall be asserted; (b) The b. Mortgagor shall either pay under protest or deposit with the Lender Mortgagee the full amount (the herein called “Lien Amount”) of such Contested Lien, together with such amount as the Lender Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor Mortgagor, may furnish to the Lender Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderMortgagee; (c) The c. Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including reasonable fees and expenses of the LenderMortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The d. Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined materially adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender Mortgagee if, in the opinion of the LenderMortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Mortgagee to obtain the release and discharge of such liens; and any amount expended by the Lender Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender Mortgagee may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything If requested by Lessee in writing, Lessor shall upon receipt of indemnity reasonably satisfactory to it and at the contrary herein containedsole expense of Lessee (including, without limitation, all out-of-pocket costs and expenses, legal and accounting and investigatory fees and disbursements, additions to tax because of underpayments of estimated Taxes, penalties, and interest (such amounts, without limitation, the Mortgagor "Expenses")) in good faith contest (and not settle without Lessee's written consent) or shall have the right permit Lessee, if desired by Lessee, to contest in the name of Lessee and/or Lessor the validity, applicability or amount of Taxes indemnified hereunder (including, without limitation, 15.1 (f)) by (i) delaying payment thereof if practicable, (ii) not paying the same except under protest with funds advanced by Lessee on an interest-free basis, if protest is proper, and (iii) if payments are made, using reasonable efforts to obtain a refund thereof in appropriate legal proceedings diligently prosecuted administrative and judicial proceedings; provided, that Lessee shall not, without Lessor's consent, contest any Taxes imposed or assessed upon against Lessor that are unrelated to the Premises or transactions contemplated by the Agreement, provided further, that in no event shall Lessor settle any claim for which may be or become a lien thereon Lessee has an indemnity obligation pursuant to Section 15 and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”)this Section 16 without Lessee's written consent, and no Contested Lien provided further, that in each such instance, Lessor shall constitute an Event of Default under this Mortgage, if, but only ifnot be required to undertake any contest or allow Lessee to undertake any contest unless: (ai) The Mortgagor Lessor shall forthwith give notice of any Contested Lien to the Lender not, at the time the same shall such time, be assertedexercising its remedies under Section 14 hereof; (bii) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish prior to the Lender commencement of any contest undertaken by Lessee or any contest undertaken by Lessor, Lessee shall have delivered to Lessor a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory written acknowledgment of its obligation to indemnify fully Lessor for Taxes indemnified to the Lenderextent that the contest is not successful; (ciii) The Mortgagor Lessee shall diligently prosecute have made all payments then due under this Agreement, including, without limitation, such payments then due under Section 15 and this Section 16; (iv) Lessee shall have provided Lessor with an opinion of legal counsel reasonably acceptable to Lessor to the effect that a reasonable basis exists to contest such claim and, prior to the commencement of any Contested Lien by appropriate legal proceedings having appeal of an adverse judicial decision, with an opinion of such tax counsel to the effect of staying the foreclosure or forfeiture of the Premises, that a reasonable basis exists to appeal such adverse judicial decision (which opinions shall be obtained at Lessee's sole cost and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demandexpense); (dv) The Mortgagor if such contest is to be initiated by the payment by Lessor of, and the claiming of a refund for, such Taxes, Lessee shall have advanced to Lessor sufficient funds (on an interest-free basis) to make such payments, and if Lessor is to undertake the related contest, Lessee shall have each month advanced to Lessor the Expenses of such contest for the following month, provided, that Lessee shall indemnify Lessor for any adverse tax consequences resulting from any such advance; and (vi) such proceedings do not involve any risk of an imposition of any material risk or danger of the sale, forfeiture or loss of the Aircraft or any part thereof or the creation of any Lien other than a Lien for taxes not yet due or being contested in good faith by appropriate proceedings, and for the payment of which such reserves, if any, as are required to be provided under generally accepted accounting principles have been provided. If Lessor shall obtain a refund of all or any part of such Taxes paid by Lessee, Lessor shall pay each Lessee the amount of such Contested Lien refund less the amount of any Taxes payable by Lessor in respect of the receipt of such refund after giving credit to Lessee for any interest received by Lessor with respect to such Taxes and for any savings by Lessor in respect to any such Taxes by reason of any Tax Benefits in respect of the payment of any such Taxes; provided that such amount shall not be payable (x) before such time as Lessee shall have made all Lien Amounts together with interest and penalties thereon payments or indemnities then due to or on behalf of Lessor under this Agreement, (iy) if and while Lessor is exercising its remedies under Section 14 hereof, or (z) to the extent that any it exceeds the amount of all payments made by Lessee with respect to such Contested Lien Taxes. If in addition to such refund Lessor shall receive an amount representing interest on amount of such refund, Lessee shall be determined adverse paid that proportion of such interest which is fairly attributable to Taxes paid by Lessee prior to the Mortgagorreceipt of such refund; provided, that no amount shall be payable under this or the preceding sentence during any period in which Lessor is exercising its remedies under Section 14 hereof unless this Lease has terminated and Lessee has paid all amounts due Lessor hereunder. If any refund or Tax Benefit is taken into account under this paragraph and it is subsequently determined that Lessor was not entitled thereto, the return or cancellation thereof shall be treated as a Tax that is indemnifiable under this Section 16. Lessee shall, as provided above, indemnify Lessor for, or advance to Lessor, the Expenses, absent manifest error in the amount or nature thereof. If Lessee neither requests that Lessor contest a Tax indemnified hereunder, nor notifies Lessor that Lessee desires to contest such Tax, Lessor may, at its expense (ii) forthwith upon demand by the Lender ifincluding all Expenses), in good faith contest the opinion validity, applicability or amount of such Tax; provided, that Lessor shall consult with Lessee from time to time on the Lender, and notwithstanding any conduct of such contest, and shall not settle any such contest without Lessee's written consent. Notwithstanding the Premises foregoing, if a claim is made against Lessor for any Taxes which, if successful, would result in the imposition of Taxes under circumstances which would require Lessee to indemnify Lessor, Lessor shall be released from its responsibility to contest such claim, or part thereof, if it agrees in jeopardy writing not to seek indemnification from Lessee in respect of the claim, or in danger of being forfeited such part thereof. In the event Lessor fails to contest, or foreclosed; provided that if refuses to permit Lessee to contest, a claim or part thereof which Lessor has the Mortgagor shall fail so obligation to docontest or to permit Lessee to contest under this Section 16, the Lender may, but then Lessee shall not be required to, pay all obligated to indemnify Lessor for such Contested Liens and Lien Amounts and interest and penalties thereon and claim or such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidpart thereof.

Contests. Notwithstanding anything (a) In the event a claim shall be made by the IRS in writing that, if successful, would result in a Loss for which the Facility Sublessee could be required to indemnify the Owner Participant, the Owner Participant hereby agrees promptly to notify the Facility Sublessee in writing of such claim and (except as otherwise provided below) agrees to contest such claim (or cause the Facility Lessor to contest such claim) (including, without limitation, the appeal of any judicial determination in respect of such claim); PROVIDED, HOWEVER, that: (i) within 30 days after notice of such claim by the Owner Participant to the contrary herein containedFacility Sublessee, the Mortgagor Facility Sublessee shall deliver in writing a request that such claim be contested; (ii) Oglethorpe shall, at the commencement of the contest and before each level of judicial proceedings, have delivered to the Owner Participant, at the Facility Sublessee's sole expense, a written opinion of independent tax counsel selected by the Owner Participant and reasonably satisfactory to Oglethorpe to the effect that there is a Reasonable Basis for contesting such action, or proposed action, by the IRS (or in the case of an appeal of an adverse judicial decision, the Facility Sublessee shall have furnished the right Owner Participant with an opinion from such independent tax counsel, at Facility Sublessee's sole expense, to the effect that it is more likely than not that such determination will be reversed or substantially modified upon appeal in a manner favorable to the Owner Participant); (iii) the anticipated amount of indemnification payments that would be payable with respect to all claims raised in the same audit (together with the amount of all similar and logically related claims that have been or could be raised in any other current or potential future audit of the Owner Participant with respect to the Undivided Interest) equals or exceeds $100,000 (or $250,000 in the case of an appeal of a judicial decision) in the aggregate; (iv) the Facility Sublessee shall have agreed in writing to pay (and shall pay on demand) to the Owner Participant all reasonable costs and expenses that the Owner Participant shall incur in connection with contesting such claim, including attorneys', accountants' and other professional fees and disbursements; (v) the Owner Participant may, at its sole option, either pay the tax claimed and s▇▇ for a refund or contest by the claim in any permissible forum considering, however, in good faith such requests as the Facility Sublessee and its counsel shall make concerning the most appropriate legal proceedings diligently prosecuted any Taxes imposed forum in which to proceed and other related matters; (vi) if the Owner Participant shall choose to pay the tax claimed and s▇▇ for a refund, the Facility Sublessee shall advance to the Owner Participant on an interest-free basis and with no additional net after-tax cost to the Owner Participant sufficient funds to pay the tax and interest, penalties and additions to tax payable with respect thereto (to the extent such amount is indemnified against pursuant to Section 4 of this Agreement); (vii) no Payment Default, Bankruptcy Default or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgagethe Facility Lease, ifor Sublease Payment Default, but only if:Sublease Bankruptcy Default or Sublease Event of Default shall have occurred and be continuing; (aviii) The Mortgagor the Facility Sublessee shall forthwith give notice acknowledge in writing its liability to indemnify the Owner Participant under this Agreement in respect of such claim if the contest is not successful; PROVIDED that such acknowledgment of liability will not be binding if the contest is resolved by the final decision of a court of competent jurisdiction on a clearly articulated basis which establishes that the Facility Sublessee would not be responsible to indemnify the Owner Participant under Section 4 of this Agreement in the absence of such acknowledgment; and (ix) the Owner Participant shall not be required to pursue any Contested Lien contest to the Lender at the time the same shall be asserted;United States Supreme Court. (b) The Mortgagor Owner Participant shall either pay under protest or deposit with not settle any such claim described in this Section 7(a) without the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contestFacility Sublessee's consent; provided that in lieu the Owner Participant shall not be required to contest any proposed adjustment and may settle any such proposed adjustment if the Owner Participant shall waive its right to indemnity under this Agreement with respect to such adjustment and shall pay to the Facility Sublessee any amount previously paid or advanced by the Facility pursuant to this Agreement with respect to such adjustment or the contest of such payment the Mortgagor may furnish adjustment (other than amounts paid or advanced pursuant to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender;this Section 7(a)(iv)). (c) The Mortgagor Owner Participant (i) shall diligently prosecute the contest not make payment of any Contested Lien claim for at least 30 days after the giving of written notice of such claim to the Facility Sublessee if such forbearance is permitted by appropriate legal proceedings having law and shall inform the effect of staying the foreclosure or forfeiture Facility Sublessee in reasonable detail of the Premisesnature and extent of and purported basis (to the extent of the Owner Participant's knowledge thereof) for such claim, (ii) shall consult with and consider in good faith the Facility Sublessee's suggestions regarding the conduct of such contest (but the manner in which such contest is conducted shall be determined in all respects by the Owner Participant in its sole discretion) and shall keep the Facility Sublessee reasonably informed as to the progress of such contest, and (iii) shall at the request of the Facility Sublessee permit the Lender Facility Sublessee and its counsel to review and make suggestions on all submissions to the IRS and any court to the extent such submissions relate to the Loss (it being understood that the Facility Sublessee shall not be represented in permitted to review any portions of such contest submissions that relate to issues unrelated to the transactions contemplated by the Operative Documents). The Facility Sublessee and its counsel shall pay maintain confidentiality with respect to all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);such information. (d) The Mortgagor If the Facility Sublessee shall pay each have requested the Owner Participant to contest such Contested Lien claim as above provided and shall have duly complied with all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall terms of this Section 7, the Facility Sublessee's liability for indemnification under Section 5 of this Agreement shall, at the Facility Sublessee's election, be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion deferred until a Final Determination of the Lenderliability of the Owner Participant. At such time, and notwithstanding the Facility Sublessee shall become obligated for the payment of any indemnification hereunder not theretofore paid resulting from the outcome of such contest, and the Premises Owner Participant shall become obligated to repay to the Facility Sublessee the amount of any interest-free advance made pursuant to this Section 7(a)(vi) together with any interest received by or credited to the Owner Participant that is attributable to such advance. Such obligations of the Owner Participant and the Facility Sublessee will first be set off against each other, and any difference owing by any party shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor paid within 30 days after such Final Determination. (e) The Owner Participant shall fail so to do, the Lender may, but shall also not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in to contest any proposed adjustment if the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing subject matter thereof shall be so much additional Indebtedness bearing interest at the Default Rate until paid, of a continuing nature and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.there shall

Contests. Notwithstanding anything to the contrary herein contained(a) Tenant, the Mortgagor shall have the right to contest at Tenant’s expense, may contest, by appropriate legal proceedings diligently prosecuted conducted in good faith and with due diligence, the validity or application, in whole or in part, of any Taxes imposed or assessed upon Law, provided that (i) neither the Premises nor any Rent therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeited, attached or lost, (ii) neither Landlord nor any Mortgagee would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, and (iii) Tenant shall deposit with Landlord (or with a Mortgagee or Underlying Lessor designated by Landlord), as security for the performance by Tenant of its obligations hereunder with respect to such Law, such reasonable security as may be demanded by the Landlord to insure such performance and the payment of all penalties, interest, costs, liabilities and expenses which may accrue during the period of the contest as a result of such contest. If such contest shall be or become a lien thereon finally resolved against Tenant, then Tenant shall (x) comply with the applicable Law and (y) immediately pay any mechanics’and all costs, materialmen’s fees (including counsel fees), interest, penalties or other liens liabilities in connection with any previous non-compliance with such Law (or claims for lien upon the Premises (each, a “Contested Lien”otherwise resulting from such contest), and no Contested Lien whereupon the Landlord shall constitute an Event arrange to have returned to Tenant, with any interest earned thereon, all amounts, if any, held by or on behalf of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to Landlord that were deposited by Tenant in accordance with the Lender at the time the same shall be asserted;provisions hereof. (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided Landlord agrees that whenever Landlord’s cooperation is required in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premisesproceedings brought by Tenant as aforesaid, Landlord will reasonably cooperate therein, provided same shall not entail any cost, liability or expense to Landlord and shall permit the Lender to be represented Tenant will pay, indemnify and save Landlord harmless of and from, any and all liabilities, losses, judgments, decrees, costs and expenses (including all reasonable attorneys’ fees and expenses) in connection with any such contest and will, promptly after the final settlement, fully pay and discharge the amounts which shall pay be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and Tenant shall perform and observe all expenses incurredacts and obligations, in so doing, including fees and expenses of the Lender’s counsel (all performance of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, ordered or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums decreed as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaida result thereof.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee (provided, that failure to so notify the Lessee shall not alter such Tax Indemnitee’s rights under this Section 7.4 except to the contrary herein containedextent such failure precludes the ability to conduct a contest of any indemnified Taxes). The Lessee shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desires to, assume and control the defense thereof; provided, however, that (i) the Lessee shall have acknowledged in writing its obligation to fully indemnify such Tax Indemnitee (to the extent that such contest relates to Taxes subject to indemnification by Lessee under this Section 7.4) in respect of such action, suit or proceeding if the contest is unsuccessful, provided, that such acknowledgement will not be binding if the contest is resolved by the decision of a court of competent jurisdiction or other Governmental Authority which states with reasonable clarity the reasons for sustaining the Tax subject to indemnification, and such reasons would not result in an obligation of the Lessee to indemnify the Tax Indemnitee hereunder; and (ii) if such contest shall involve the payment of the Tax prior to the contest, the Mortgagor Lessee shall have provide to such Tax Indemnitee an interest-free advance in an amount equal to the right Tax that the Tax Indemnitee is required to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon pay (with no additional net after-tax costs to such Tax Indemnitee); and, provided further, that the Premises or which may Lessee shall not be or become a lien thereon entitled to assume and any mechanics’, materialmen’s or other liens or claims for lien upon control the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee) to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of extent such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish costs relate to the Lender a bond or title contest of Taxes as to which the Lessee may have an indemnity in such amount and formobligation pursuant to Section 7.4, and issued by a bond or title insuring company, as may be on behalf of the Lessee with representatives reasonably satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security reasonably satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee not indemnified by the Lessee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Lessee and reasonably satisfactory to the Mortgagor, Tax Indemnitee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender ifLessee in accordance with the foregoing. Each Tax Indemnitee shall, at the Lessee’s expense, supply the Lessee with such information and documents in such Tax Indemnitee’s possession as are reasonably requested by the opinion Lessee and are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of the LenderLessee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (i) a Tax Indemnitee will not be required to, pay all to contest (and Lessee shall not be permitted to contest except on its own behalf) a Claim with respect to the imposition of any Tax if such Contested Liens Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such Claim (and Lien Amounts and interest and penalties thereon and such any related Claim with respect to other sums taxable years the contest of which is precluded as may be necessary in the judgment of the Lender to obtain the release and discharge a result of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (bwaiver) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.and

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor Tenant shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed conducted in good faith, in the name of the Tenant, or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises Landlord (each, a “Contested Lien”if legally required), and no Contested Lien shall constitute an Event or both (if legally required), without cost, expense, liability, or damage to Landlord, the validity or application of Default under this Mortgageany Legal Requirement and, ifif compliance with any of the terms of any such Legal Requirement may legally be delayed pending the prosecution of any such proceeding, but only if: Tenant may delay such compliance therewith until the final determination of such proceeding, provided in each case that: (a) The Mortgagor Landlord shall forthwith give notice not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Land, the Building, or any equipment and improvements therein or any part thereof be subject to being condemned or vacated, or subject to any lien or encumbrance, by reason of any Contested Lien to the Lender at the time the same shall be asserted; non-compliance or otherwise by reason of such contest; (b) The Mortgagor before the commencement of such contest, Tenant shall either pay under protest or deposit with furnish to Landlord the Lender the full bond of a surety company satisfactory to Landlord, in form and substance satisfactory to Landlord and in an amount equal to one hundred percent (the “Lien Amount”100%) of the cost of such Contested Lien, together compliance (as estimated by Landlord) and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such amount as the Lender may reasonably estimate as interest contest or penalties which might arise during the period of contestnon-compliance; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor such non-compliance or contest shall diligently prosecute the contest of not constitute or result in any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture violation of the PremisesMortgage, the Land Lease, any Future Mortgage, or any Future Land Lease, or if the Mortgagee, the Land Lessor, any Future Land Lessor, or any Future Mortgagee shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest furnished at the Default Rate until paid, expense of Tenant; and payable upon demand); (d) The Mortgagor Tenant shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) keep Landlord and, if and required or requested, the Land Lessor, the Mortgagee, any Future Mortgagee, or any Future Land Lessor regularly advised as to the extent that any status of such Contested Lien proceedings in good faith. Landlord shall be determined adverse deemed subject to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contestprosecution for a crime if Landlord, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to doLand Lessor, the Lender mayMortgagee, but any Future Land Lessor or any Future Mortgagee or any of their officers, directors, partners, shareholders, agents or employees, is charged with a crime of any kind whatever unless such charge is withdrawn five (5) days before such party is required to plead or answer thereto. This Section 10.02 shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in survive the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) expiration or earlier termination of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidLease.

Contests. Notwithstanding anything (a) Nothing in this Agreement shall be construed to prevent the General Partner from contesting in good faith, as the tax matters partner of Parent OP in accordance with the OP Agreement, any claim that, if successful, would result in an indemnity payment pursuant to Section 6. (b) The ▇▇▇▇▇▇▇▇▇▇▇▇ Parties shall provide written notice to Parent OP promptly after learning of any audit or other proceeding involving a ▇▇▇▇▇▇▇▇▇▇▇▇ Party for which Parent OP could have an indemnification obligation under Section 6 (a “Proceeding”). Failure to provide prompt written notice of a Proceeding shall preclude any indemnity hereunder to the contrary herein containedextent Parent OP is materially prejudiced thereby. (i) Upon receipt of notice of a Proceeding, Parent OP shall either (i) assume the conduct and control of the settlement or defense of such Proceeding, and the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties shall cooperate with Parent OP in connection therewith (including, for example, signing a power of attorney with respect to such Proceeding) or (ii) advise the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties that it does not wish to control such Proceeding, in which case Parent OP shall bear all costs and expenses of a nationally recognized law firm retained to represent the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties in such Proceeding, which counsel shall be reasonably acceptable to Parent OP. In either event, the Mortgagor party not controlling the Proceeding shall be given the right to participate in such Proceeding, at its own expense. So long as Parent OP is reasonably contesting any Proceeding, the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties (or their Indirect Owners) shall not pay or settle any such Proceeding without the consent of Parent OP, which consent may be withheld in Parent OP’s sole discretion. To the maximum extent possible, Parent OP and the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties shall work together to sever the Proceeding from any other tax issues or matters with respect to ▇▇▇▇▇▇▇▇▇▇▇▇ Parties. In no event shall Parent OP be given access to the individual tax records or returns of ▇▇▇▇▇▇▇▇▇▇▇▇. (ii) Subject to Section 12(b)(iii), (a) a final determination under Section 1313 of the Code of the claim underlying the Proceeding shall be binding on Parent OP and the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties and (b) if the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties are found liable for the Taxes that were the subject of the Proceeding, and it is determined that such Taxes were caused by Parent OP’s breach of this Agreement, Parent OP shall promptly pay the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties the amount payable pursuant to Section 6 of this Agreement. (iii) Notwithstanding the foregoing, if either Parent OP or the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties disputes the finding with respect to causation, Parent OP shall select a nationally recognized accounting firm or law firm experienced in tax protection matters and reasonably acceptable to Representative (the “Dispute Firm”) to review the indemnification claim and the applicable provisions of this Agreement. The Dispute Firm shall have fifteen (15) business days (or such additional time as the Dispute Firm determines is reasonably necessary) to review such materials and deliver to Parent OP and Representative its determination of whether any amount is due under this Agreement. The determination of the Dispute Firm shall be final and binding on the parties to this Agreement, and Parent OP shall promptly pay over to the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties such amounts determined by the Dispute Firm to be due under this Agreement and the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties shall have no further recourse against Parent OP for the indemnification claim with respect to which such amounts have been paid. Parent OP shall bear all costs and expenses of the Dispute Firm; provided, the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties shall bear such costs if Parent OP is found to have no liability pursuant to this Agreement. (c) Subject to paragraphs (a) and (b) above, the ▇▇▇▇▇▇▇▇▇▇▇▇ Parties shall have the right to contest by appropriate legal proceedings diligently prosecuted participate in any Taxes imposed audit, claim for refund, or assessed upon administrative or judicial proceeding involving any asserted Tax liability, refund, or adjustment to the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice taxable income of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided party hereto that could result in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture disallowance of the Premises, and shall permit the Lender to be represented tax treatment set forth in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest Section 9 at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidits own expense.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender Mortgagee at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender Mortgagee the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderMortgagee; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the LenderMortgagee’s counsel (all of which shall constitute so much additional Indebtedness Secured Obligations bearing interest at the Default Rate highest rate then applicable to the Notes until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender Mortgagee if, in the opinion of the LenderMortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Mortgagee to obtain the release and discharge of such liens; and any amount expended by the Lender Mortgagee in so doing shall be so much additional Indebtedness Secured Obligations bearing interest at the Default Rate highest rate then applicable to the Notes until paid, and payable upon demand; and provided further that the Lender Mortgagee may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee -------- or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which any Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall ----------- determine that any Taxes as to which any Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly ----------- notify such Lessee. Such Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that such Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that such Lessee shall have -------- ------- acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful; and, provided further, -------- ------- that such Lessee shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then contest, at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) sole cost and expense of such Contested LienLessee, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu on behalf of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Contested Tax Indemnitee or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless such Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by such Lessee which such Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by such Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if such Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Mortgagor, Tax Indemnitee and reasonably satisfactory to such Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no -------- ------- event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by such Lessee in accordance with the Lender ifforegoing. Each Tax Indemnitee shall at such Lessee's expense supply such Lessee with such information and documents reasonably requested by such Lessee as are necessary or advisable for such Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of ----------- Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written ----------- consent of such Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such ----------- Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and such Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 ----------- with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each Tax Indemnitee and each Lessee shall consult in good faith with each other regarding the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything (i) In the case of an audit or administrative or judicial proceeding that relates to periods ending at or before the contrary herein containedEffective Time, the Mortgagor GJM Parties shall have the right right, at their expense, to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed participate in and control the conduct of such audit or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, proceeding but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that such audit or proceeding relates solely to a potential adjustment for which the GJM Parties have acknowledged GJM's liability in writing and the issue underlying the potential adjustment does not recur for any period ending subsequent to the Effective Time. The GJM Parties shall keep TPEG fully informed of the progress of any such Contested Lien audit or proceeding and, if it appears in the sole discretion of TPEG, that such audit or proceeding may adversely affect TPEG or TPEG Sub III, TPEG also may participate in any such audit or proceeding. If the GJM Parties do not assume the defense of any such audit or proceeding promptly, TPEG may defend and settle the same (for the GJM Parties' account) in such reasonable manner as it may deem appropriate. In the event that a potential adjustment as to which the GJM Parties would be liable is present in the same proceeding as a potential adjustment for which TPEG or TPEG Sub III would be liable, TPEG shall be determined adverse have the right, at its expense, to control the audit or proceeding with respect to the Mortgagor, or latter potential adjustment. (ii) forthwith upon demand by With respect to a potential adjustment for which both GJM and TPEG and/or TPEG Sub III could be liable, or which involves an issue that recurs for any period ending after the Lender ifEffective Time (whether or not the subject of audit at such time), (i) both the GJM Parties and TPEG may participate in the opinion audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the Lender, greater portion of the dollar amount of the adjustment and notwithstanding any such contest, the Premises shall corresponding adjustments that may reasonably be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary anticipated for future Tax periods. The principle set forth in the judgment preceding sentence shall also govern for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in circumstances in which separate issues are otherwise controlled hereunder by TPEG and the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited GJM Parties. (iii) Except as provided in paragraph clause (bi) of this Section and 6(e), neither TPEG nor the GJM Parties shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent may demand payment upon any bond or title indemnity furnished as aforesaidnot be unreasonably withheld.

Contests. Notwithstanding anything (a) Each Party entitled to indemnification pursuant to Section 8.2 hereof (a “Tax Indemnified Person”) agrees to give written notice to the contrary herein containedIndemnifying Person (the “Tax Indemnitor”) of any written notice received by the Tax Indemnified Person or an Affiliate of such Tax Indemnified Person (including, in the case where Buyer is the Tax Indemnified Person, the Mortgagor shall have Company and each Subsidiary thereof) which involves the right to contest by appropriate legal proceedings diligently prosecuted assertion of any Taxes imposed claim, or assessed upon the Premises commencement of any audit, suit, Action or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises proceeding (eachcollectively, a “Contested LienTax Claim”)) in respect of which indemnity may be sought (an “Indemnifiable Tax”) within ten (10) Business Days of such receipt or such earlier time as would allow the Tax Indemnitor to timely respond to such Tax Claim. The Tax Indemnified Person will give the Tax Indemnitor such information with respect to the Tax Claim as the Tax Indemnitor may reasonably request. Such written notice shall describe in reasonable detail the facts constituting the basis for such Tax Indemnitor’s interests in such Tax Claim, the nature of the relief sought, and no Contested Lien shall constitute an Event the amount of Default under this Mortgage, if, but only if: the claimed Losses (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted;including Taxes). (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested LienTax Indemnitor may, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that at its own expense, participate in lieu of such payment the Mortgagor may furnish and, upon notice to the Lender Tax Indemnified Person, assume control of the defense of any Tax Claim for which it is the Tax Indemnitor. If the Tax Indemnitor assumes control, it will have the exclusive power to contest or settle the Tax Claim and determine the manner in which the contest or settlement occurs, in each case without the participation of the Tax Indemnified Person. In no case will a bond Tax Indemnified Person settle or title indemnity in such amount and form, and issued by otherwise compromise a bond or title insuring company, as may be satisfactory to Tax Claim without the Lender;Tax Indemnitor’s prior written consent. (c) The Mortgagor shall diligently prosecute If a Tax Claim potentially involves some Taxes for Pre-Closing Tax Periods for which Seller would be required to indemnify Buyer pursuant to Section 8.2 and other Taxes for Pre-Closing Tax Periods for which Seller would not be required to indemnify Buyer, then, for purposes of this Section 8.4 only, Seller will be the contest of any Contested Lien by appropriate legal proceedings having Tax Indemnitor and Buyer will be the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Tax Indemnified Person as to be represented in any all such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);Tax Claims. (d) The Mortgagor shall pay each Tax Indemnitor may discharge, at any time, its indemnity obligations by paying the Tax Indemnified Person the amount of the applicable indemnifiable Loss, calculated on the date of such Contested Lien and all Lien Amounts together with interest and penalties thereon payment. (ie) if and Notwithstanding any provision to the extent that any such Contested Lien contrary herein, Seller or an Affiliate of Seller shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lenderhave sole control over, and notwithstanding neither Buyer nor any such contestAffiliate of Buyer shall have a right to control or participate in, the Premises shall be in jeopardy any Tax Claim relating to a consolidated, combined, unitary, affiliated or in danger similar Tax or Tax Return that includes Seller or any Affiliate of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidSeller.

Contests. Notwithstanding anything (i) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) (collectively a "Tax Claim") for any Tax as to which the Agent may have an indemnity obligation pursuant to this Section 12.3, such Indemnified Person shall as soon as practicable after its receipt or commencement, and in any event within thirty (30) days notify the Agent in writing and furnish the Agent with copies of such Tax Claim and all other writings received from the taxing authority to the contrary herein containedextent relating to such Tax Claim (provided, that failure to so notify the Mortgagor Agent within thirty (30) days shall not alter such Indemnified Person's rights under this Section 12.3 except to the extent such failure precludes or materially adversely affects the ability to conduct a contest of any Tax Claim) and shall not take any action with respect to such Tax Claim without the written consent of the Agent (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after the receipt of such notice by the Agent; provided, however, that in the case of any such Tax Claim, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall in such notice to the Agent, so inform the Agent, and such Indemnified Person shall not take any action with respect to such Tax Claim without the consent of the Agent (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Agent unless the Indemnified Person shall be required by law or regulation to take action prior to the end of such 10-day period. (ii) The Agent shall be entitled for a period of thirty (30) days from receipt of such notice from the Indemnified Person (or such shorter period reasonably specified Construction Agency Agreement by the Indemnified Person as the Indemnified Person has notified the Agent is required by law or regulation for such Indemnified Person to commence such contest of such Tax Claim), to request in writing that such Indemnified Person contest the imposition of such Tax, at the Agent's sole cost and expense and the Indemnified Person shall not pay such Tax Claim during such period. If (x) such Tax Claim can be pursued in the name of the Agent and independently from any other proceeding involving a Tax liability of such Indemnified Person for which the Agent has not agreed to indemnify such Indemnified Person, (y) such Tax Claim must be pursued in the name of the Indemnified Person, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Person for which the Agent has not agreed to indemnify such Indemnified Person or (z) the Indemnified Person so requests, then the Agent shall be permitted to control the contest of such Tax Claim; provided, that in the case of a Tax Claim described in clause (y), if the Indemnified Person reasonably determines that the contest of such Tax Claim by the Agent could have an adverse impact on the business or operations of the Indemnified Person, such Indemnified Person may elect to control or reassert control of the Tax Claim, and provided, that by taking control of the Tax Claim, Agent acknowledges that it is responsible for the Tax ultimately determined to be due by reason of such claim. In all other claims requested to be contested by the Agent, such Indemnified Person shall control the contest of such Tax Claim. In no event shall the Agent be permitted to contest (or the Indemnified Person be required to contest) any Tax Claim (A) if such Indemnified Person provides the Agent with a legal opinion of counsel reasonably acceptable to the Agent that such action, suit or proceeding involves a risk of imposition of criminal liability or could involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Property or any part of any thereof unless the Agent shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become posted and maintained a lien thereon and any mechanics’, materialmen’s bond or other liens or claims for lien upon security satisfactory to the Premises relevant Indemnified Person in respect to such risk, (each, a “Contested Lien”), and no Contested Lien shall constitute B) if an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor has occurred and is continuing unless the Agent shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount have posted and form, and issued maintained by a bond or title insuring company, as may be other security satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute relevant Indemnified Person in respect of the Taxes subject to such Tax Claim and any and all expenses for which the Agent is responsible hereunder reasonably foreseeable in connection with the contest of any Contested Lien by appropriate legal proceedings having such Tax Claim, (C) unless the effect of staying Agent shall have agreed to pay and shall pay, to such Indemnified Person on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnified Person may incur in connection with contesting such Tax Claim including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the foreclosure or forfeiture payment of the PremisesTax prior to the contest, unless the Agent shall provide to the Indemnified Person an interest-free advance in an amount equal to the Tax that the Indemnified Person is required to pay (with no additional net after-tax costs to such Indemnified Person) (a "Tax Advance"). In addition for Indemnified Person controlled Tax Claims and Tax Claims contested in the name of such Indemnified Person in a public forum, no contest shall be required (A) unless the amount of the potential indemnity (taking into account all similar or logically related Tax Claims that have been or could be raised in any audit involving such Indemnified Person with respect to any period for which the Agent may be liable to pay an indemnity under this Section 12.3) exceeds $50,000 and (B) unless, if requested by such Indemnified Person, the Agent shall have provided to such Indemnified Construction Agency Agreement Person an opinion of independent tax counsel selected by such Indemnified Person and reasonably acceptable to the Agent that a reasonable basis exists to contest such Tax Claim. In no event shall an Indemnified Person be required to appeal an adverse judicial determination to the United States Supreme Court. (iii) The party conducting the Tax Claim shall consult in good faith with the other party and its counsel with respect to the contest of such Tax Claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, that if the Indemnified Person is the controlling party and the Agent recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Indemnified Person rejects such settlement offer, then the amount for which the Agent will be required to indemnify such Indemnified Person with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party and its designated counsel reasonably informed as to the progress of the Tax Claim, and shall permit provide the Lender noncontrolling party and its designated counsel with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to be represented the controlling party thereof, in connection with such Tax Claim or the contest thereof. (iv) Each Indemnified Person shall, at the Agent's sole cost and expense, supply the Agent with such information and documents reasonably requested by the Agent as are necessary or advisable for the Agent to participate in any such contest and shall pay all expenses incurredaction, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and suit or proceeding to the extent permitted by this Section 12.3(k); provided, however, that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but Indemnified Person shall not be required toto provide to the Agent copies of its tax returns or any other information, pay all such Contested Liens documentation or materials that it deems to be confidential or proprietary. No Indemnified Person shall enter into any settlement or other compromise or fail to appeal an adverse ruling with respect to any Tax Claim which is entitled to be indemnified under this Section 12.3 (and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in with respect to which a contest is required under this Section 12.3) without the judgment prior written consent of the Lender Agent, unless such Indemnified Person waives its right to obtain be indemnified under this Section 12.3 with respect to such Tax Claim. (v) Notwithstanding anything contained herein to the release contrary, an Indemnified Person will not be required to contest (and discharge the Agent shall not be permitted to contest) a Tax Claim with respect to the imposition of any Tax if such Indemnified Person shall waive its right to indemnification under this Section 12.3 with respect to such Tax Claim (and any Tax Claim with respect to such year or any other taxable year the contest of which is materially adversely affected as a result of such liens; waiver) and shall promptly repay to the Agent any amount expended by the Lender Tax Advance paid to such Indemnified Person in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in respect of such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidTaxes.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor Tenant shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed conducted in good faith, in the name of the Tenant, or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises Landlord (each, a “Contested Lien”if legally required), and no Contested Lien shall constitute an Event of Default under this Mortgageor both (if legally required), ifwithout cost, but only if: (a) The Mortgagor shall forthwith give notice expense, liability or damage to Landlord, the validity or application of any Contested Lien to Legal Requirement and, if compliance with any of the Lender at terms of any such Legal Requirement may legally be delayed pending the time prosecution of any such proceeding, Tenant may delay such compliance therewith until the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) final determination of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and formproceeding. In addition to, and issued by a bond or title insuring companynot in limitation of, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest provisions of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture Section 10.01 of the PremisesLease, and Tenant shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon not (i) if generate, store, dispose of, dump, flush or in any way introduce Hazardous Substances into the septic, sewer and to other waste disposal system serving the extent that any such Contested Lien shall be determined adverse to the MortgagorPremises, or (ii) forthwith generate, store or dispose of such Hazardous Substances in, on or under the Premises or the Land, except in accordance with all applicable laws. Tenant shall notify Landlord of any incident which would require the filing of notice or notification pursuant to any Legal Requirements as now existing or hereinafter enacted. If, at any time during the Lease Term, Landlord shall believe that any Hazardous Substances have been so generated, stored, or disposed of by Tenant, upon demand by the Lender if, Landlord (or in the opinion event of any such generation, storage or disposal of which Tenant has knowledge without demand by Landlord), Tenant, at its sole expense, shall cause a hazardous waste site assessment, so-called, to be made forthwith of the LenderPremises and the Land (including, without limitation, the subsurfaces of the same) likely to have been affected by any such generation, storage, disposal or incident. If such hazardous waste site assessment indicates the existence of hazardous substances on the surface or in the subsurface soils of any of the Premises or the Land, Tenant shall thereupon forthwith take all steps necessary to remove any and all Hazardous Substances and the soils containing same, and notwithstanding such further steps as shall be necessary to remedy the effects of such Hazardous Substances. Tenant shall make available to Landlord all reports and statements produced, and information required to be maintained, or obtained by Tenant with respect to any such contest, the Premises Hazardous Substances. Any such site assessment shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if an investigatory scope acceptable to Landlord. The obligations of Tenant hereunder shall survive the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) termination of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidLease.

Contests. Subject to the rights of insurers under policies of insurance maintained pursuant to Section 13 of the Lease, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Claim for which indemnification is sought under this Section 12.1, and the Indemnitee shall cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in connection therewith, provided that the Lessee shall not have the right without the consent of the Indemnitee to defend, contest or compromise any claim with respect to such Indemnitee (i) if a Lease Event of Default shall have occurred and be continuing, (ii) if such proceeding involves any material danger of the sale, forfeiture or loss of the Undivided Interest, or (iii) if such Claim involves a realistic possibility of criminal sanctions or criminal liability to such Indemnitee, in which event the Indemnitee shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee will not be required to acknowledge liability as a condition to exercising its contest rights hereunder unless the Lessee assumes control of such contest. With respect to any Claim, liability for which the Lessee shall have acknowledged to the relevant Indemnitee in writing, in the event that in the course of the investigation or defense of such Claim, the Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto, it may give notice to the applicable Indemnitee of such fact; and, in such case, any acknowledgment therefore made by the Lessee of its liability with respect to such Claim shall be deemed revoked, and the Lessee may thereupon cease to defend such Claim, provided that (i) it shall have given the Indemnitee reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Lessee's conduct regarding the defense of such Claim or any decision to withdraw from such defense shall not materially prejudice or have materially prejudiced the Indemnitee's ability to contest such Claim (taking into account, among other things, the time of the Lessee's withdrawal and the theory or theories upon which the Lessee shall have based its defense), and (iii) the Lessee shall have given such Indemnitee all materials, documents and records relating to its defense of such Claim as such Indemnitee shall have reasonably requested in connection with the assumption by such Indemnitee of the defense of such Claim at the cost and expense of such Indemnitee unless it is determined that the Lessee is required to indemnify such Indemnitee for such Claim, in which case at the cost and expense of the Lessee. In the event that the Lessee shall cease to defend any Claim pursuant to the preceding sentence, the Lessee shall indemnify each Indemnitee to the extent that the actions of the Lessee in defending such Claim or the manner or time of the Lessee's election to withdraw from the defense of such Claim shall have caused such Indemnitee to incur any loss, cost, liability or expense which such Indemnitee might not have incurred had the Lessee not ceased to defend such Claim in such manner or such time; provided, however, that the Lessee shall not be required to indemnify such Indemnitee to the extent that the Lessee shall have proven (in a judicial proceeding or otherwise) that neither its manner of defending such Claim nor the manner of time of its withdrawal from the defense of such Claim caused such loss, cost, liability or expense. The Lessee will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Lessee's control or is reasonably available to the Lessee, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to investigate or defend any Claim. The Lessee shall keep the Indemnitee which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnitee with all information with respect to such proceeding as such Indemnitee shall reasonably request. In the event an Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as such Indemnitee shall reasonably request. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that, if (i) in the written opinion of counsel to such Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee informs the Lessee that such Indemnitee desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and such participation shall not constitute a waiver of the right to receive the indemnification provided in this Section 12.1. Notwithstanding anything to the contrary herein containedcontained herein, except as otherwise provided in the following sentence, during the continuance of a Lease Event of Default, the Mortgagor Lessee shall have not compromise any Claim without the right consent of the applicable Indemnitee unless such Claim is simultaneously discharged, such consent not to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien unreasonably withheld. Notwithstanding anything to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Liencontrary contained in this Section 12.1, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that the defense or settlement of any Claim in respect of which an Indemnitee is entitled to indemnification hereunder is governed by the terms of the Operating Agreement, such Contested Lien defense or settlement shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand governed by the Lender ifOperating Agreement; provided, that the defense or settlement of such Claim in accordance with the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but Operating Agreement shall not be required to, pay all limit the Lessee's obligations to indemnify such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Claim pursuant to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid12.1.

Contests. Subject to the rights of insurers under policies of insurance maintained pursuant to Section 13 of the Lease, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right, in its sole discretion, to defend or contest by appropriate proceedings or compromise, any Claim for which indemnification is sought under this Section 12.1, and the Indemnitee shall cooperate, at the Lessee’s expense, with all reasonable requests of the Lessee in connection therewith (except that no Indemnitee shall be required to provide any information requested by the Lessee that is in violation of any Governmental Rule or any confidentiality restriction applicable to such Indemnitee and, in all cases, shall exclude any tax return or material related to the calculation of Owner Participant’s Net Economic Return); provided that the Lessee shall not have the right without the consent of the Indemnitee to defend, contest or compromise any Claim with respect to such Indemnitee (i) if a Significant Lease Default or Lease Event of Default shall have occurred and be continuing or if after the commencement of such contest rights by the Lessee, a Significant Lease Default or Lease Event of Default shall have occurred and be continuing and the Indemnitee shall have notified the Lessee that such right has been withdrawn, (ii) if such proceeding involves any material danger of the sale, forfeiture or loss of the Undivided Interest or any part thereof, or (iii) if such Claim involves the possibility of criminal sanctions or criminal liability or a reasonable possibility of material civil penalty to such Indemnitee, in which event the Indemnitee shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee, provided that there shall only be one common counsel for all Loan Participants and the Indenture Trustee and one common counsel for the Lessor and the Owner Participant, unless in each case any such Person reasonably determines that an actual or potential conflict of interest exists; provided further that the Lessee shall acknowledge in writing its obligation to indemnify such Indemnitee as a condition to assuming control of such contest, provided that such acknowledgment of obligation to indemnify will not be binding if the contest is resolved in a manner which indicates that the Lessee would not be liable in the absence of such acknowledgment. The Lessee will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Lessee’s control or is reasonably available to the Lessee, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to investigate or defend any Claim. The Lessee, at its expense, shall keep the Indemnitee which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnitee with all information with respect to such proceeding as such Indemnitee shall reasonably request. In the event an Indemnitee has assumed control of any such proceeding, it, at the Lessee’s expense, shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as the Lessee shall reasonably request. If the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that, if (i) in the opinion of counsel to such Indemnitee an actual or potential conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint, or, in the opinion of such Indemnitee such indictment or charge is possible, in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee informs the Lessee that such Indemnitee desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and such participation shall not constitute a waiver of the right to receive the indemnification provided in this Section 12.1. Notwithstanding anything to the contrary herein containedcontained herein, except as otherwise provided in the following sentence, during the continuance of a Significant Lease Default or Lease Event of Default, the Mortgagor Lessee shall have not compromise any Claim without the right consent of the applicable Indemnitee, such consent not to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon be unreasonably withheld, unless such Claim does not involve the Premises or which may be or become a lien thereon possibility of criminal liability and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien is simultaneously discharged. Notwithstanding anything to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Liencontrary contained in this Section 12.1, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that the defense or settlement of any non-criminal Claim in respect of which an Indemnitee is entitled to indemnification hereunder is governed by the terms of the Joint Operating Agreement, such Contested Lien defense or settlement shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand governed by the Lender ifJoint Operating Agreement; provided, that the defense or settlement of such Claim in accordance with the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but Joint Operating Agreement shall not be required to, pay all limit the Lessee’s obligations to indemnify such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Claim pursuant to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid12.1.

Contests. Notwithstanding anything (a) Seller promptly shall forward to the contrary herein containedCompany and Buyer a copy of all written communications from a Taxing authority received by Seller or its affiliates that relates to the Company, its assets or the Business. Buyer shall cause the Company to give Seller prompt written notice (a “Tax Notice”) of the Buyer’s, the Mortgagor shall have Company’s or any of their Affiliates’ receipt of any written communication from a Taxing authority received by any of them which involves the right to contest by appropriate legal proceedings diligently prosecuted assertion of any Taxes imposed claim, or assessed upon the Premises or commencement of any Proceeding, in respect of which indemnity may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises sought by Buyer pursuant to this Article VII (each, a “Contested LienTax Claim”), and no Contested Lien together with a copy of such written communication; provided, however, the Company’s failure to provide such notice shall constitute an Event of Default under this Mortgagenot affect Buyer’s right to indemnification hereunder, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien except to the Lender at the time the same shall be asserted;extent Seller is materially prejudiced thereby. (b) The Mortgagor shall either pay under protest Seller will control the contest or deposit with resolution of any Tax Claim that relates to a taxable period ending on or prior to the Lender Closing Date (each, a “Pre-Closing Tax Claim”); provided, however, Seller will obtain the full amount prior written consent of Buyer (the “Lien Amount”which consent will not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Contested LienPre-Closing Tax Claim; and provided, together with such amount as further, Buyer will be entitled to participate in the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu defense of such payment the Mortgagor may furnish Tax Claim and to the Lender a bond or title indemnity in employ counsel of its choice (at Buyer’s expense) for such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender;purpose. (c) The Mortgagor shall diligently prosecute Buyer will control the contest or resolution of any Contested Lien by appropriate legal proceedings having Tax Claim other than a Pre-Closing Tax Claim; provided, however, Seller will be entitled to participate in the effect defense of staying such claim and to employ counsel of its choice for such purpose, the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of which separate counsel will be borne solely by Seller; and provided, further, Buyer will not enter into settlement of any such Tax Claim without the Lender’s counsel (all prior written consent of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paidSeller. If an offer is made to settle such a Tax Claim and Buyer desires to accept and agree to such offer, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) or if and Buyer desires to consent to the extent entry of any judgment with respect to such a Tax Claim, Buyer shall give written notice to that any effect to Seller. If Seller fails to consent to such Contested Lien firm offer or to such judgment within five (5) days after its receipt of such notice, then Buyer shall be determined adverse indemnify Seller and its Affiliates for all Losses with respect to such Tax Claim that exceed the Mortgagor, amount that would have been payable or (ii) forthwith upon demand incurred by the Lender if, in the opinion Seller and its Affiliates pursuant to or as a result of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge acceptance of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond settlement offer or title indemnity furnished as aforesaidjudgment.

Contests. Notwithstanding anything If an audit is commenced, an Adjustment is proposed or any other claim is made by any tax authority with respect to a Tax liability of the contrary herein containedCompany or any of its Subsidiaries which is allocated to GTE or Seller under Section 5.3(b), the Mortgagor shall have or if an Adjustment is proposed that could give Seller the right to receive a payment pursuant to Section 5.3(e), Buyer shall promptly notify Seller of such audit or such proposed Adjustment or such claim (unless GTE or Seller previously was notified directly by the relevant tax authority). If Seller so requests and at Seller's expense, Buyer shall cause the relevant entity (Buyer, the Company, any of its Subsidiaries or any successor) to contest such claim on audit or by appropriate legal proceedings diligently prosecuted any claim for refund or credit of Taxes imposed or assessed upon the Premises in a related administrative or judicial proceeding which may be or become a lien thereon Seller in its sole and any mechanics’absolute discretion, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien chooses to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of direct such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish entity to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premisespursue, and shall permit Seller, at its expense, to control the Lender prosecution and settlement of any such audit or refund claim or related administrative or judicial proceeding with respect to those matters which could affect the Tax liability of GTE or Seller, including any liability hereunder, or their right to payment; and, where deemed necessary by Seller, Buyer shall cause the relevant entity to authorize by appropriate powers of attorney such persons as Seller shall designate to represent such entity with respect to such audit or refund claim or related administrative or judicial proceeding and to settle or otherwise resolve any such proceeding. Buyer shall further execute and deliver, or cause to be represented executed and delivered, to Seller or its designee all instruments and documents reasonably requested by Seller to implement the provisions of this Section 5.3(e). Any refund of Taxes obtained by Buyer or the affected entity shall be paid promptly to Seller. In the event an adverse determination may result in each party having responsibility for any such contest and Taxes, each party shall pay all expenses incurred, be entitled to fully participate in so doing, including fees and expenses that portion of the Lender’s counsel (all proceedings relating to the Taxes with respect to which it may incur liability hereunder; provided, however, that the party responsible for the greater amount of the Tax liability at issue shall ultimately control the proceeding, exercising such control in a reasonable fashion. If an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which shall constitute so much additional Indebtedness bearing interest at it is to be indemnified hereunder and such party fails to provide the Default Rate until paidindemnifying party prompt notice of such asserted Tax liability, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon then (i) if the indemnifying party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying party shall have no obligation to indemnify the indemnified party for Taxes arising out of such asserted Tax liability and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand if the indemnifying party is not precluded from contesting the asserted Tax liability in any forum, but such failure to provide prompt notice results in a monetary detriment to the indemnifying party, then any amount which the indemnifying party is otherwise required to pay the indemnified party pursuant to this Agreement shall be reduced by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge amount of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaiddetriment.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor Trustor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or similar claims for lien upon the Premises or proceeds of the Loan (each, a all herein called “Contested LienLiens”), and no Contested Lien Liens shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor Trustor shall forthwith give notice of any Contested Lien to the Lender Beneficiary at the time the same shall be asserted; (b) The Mortgagor Trustor shall either pay under protest or deposit with the Lender Beneficiary the full amount (the herein called “Lien Amount”) of such Contested Lien, together with such amount as the Lender Beneficiary may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor Trustor may furnish to the Lender Beneficiary a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderBeneficiary; (c) The Mortgagor Trustor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Beneficiary to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the LenderBeneficiary’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);; and (d) The Mortgagor Trustor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the MortgagorTrustor, or (ii) forthwith upon demand by the Lender Beneficiary if, in the opinion of the LenderBeneficiary, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor Trustor shall fail so to do, the Lender Beneficiary may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Beneficiary to obtain the release and discharge of such liens; and any amount expended by the Lender Beneficiary in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender Beneficiary may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor Tenant shall have the right to contest contest, at Tenant's sole cost and expense, the amount or validity, in whole or in part, of any Tax, by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, ifconducted by Tenant in good faith, but only if: (a) The Mortgagor after payment of the amount of such Tax into an escrow account acceptable to Landlord, in which event Tenant may postpone or defer payment of such Tax if the right or privilege so to do is granted or sanctioned by applicable law and if the Premises shall forthwith give notice not, by reason of such postponement or deferment, be subject or liable to lien, forfeiture or loss, and if Tenant shall promptly commence proceedings for such contest and prosecute the same with all due diligence and dispatch. Upon the termination of such proceedings, Tenant shall pay such amount of any Contested Lien such Tax or part thereof as is finally determined in such proceedings, the payment of which, pursuant to the Lender at foregoing provisions of this Section, shall have been deferred during the time prosecution of such proceedings, together with all costs, fees, interest, penalties and other liabilities in connection therewith. If Tenant fails to maintain in escrow an amount equal to all of the same Taxes, penalties and interest due, alleged to be due by the taxing authority and accruing or the Term of this Lease shall be asserted; (b) The Mortgagor terminated or expire during the course of such proceedings, and if Tenant, pursuant to the foregoing provisions, shall either have deferred payment of the contested Tax, then, unless Landlord shall instruct Tenant otherwise, Tenant shall, prior to such termination or expiration, duly terminate such proceedings and pay under protest or deposit with to the Lender appropriate taxing authorities the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien Tax and all Lien Amounts together with interest and penalties thereon (i) if and attributable to such deferred payment. Upon request by Tenant, Landlord, subject to the extent that reasonable approval of Landlord's counsel, shall execute and deliver any and all such documents or instruments and take any and all such other action as shall be necessary or proper to permit Tenant to bring such proceedings in Tenant's name or otherwise to facilitate the conduct of such proceedings by Tenant. Tenant shall, within ten days after Landlord's demand, reimburse Landlord for all costs and expenses (including, without limitation, counsel fees) incurred by Landlord in connection with any such Contested Lien proceedings. Tenant shall defend, indemnify and save Landlord harmless from all other liability, costs and expenses incurred in connection with any such proceedings. Any refunds of Taxes paid by Tenant resulting from such contest by Tenant and attributable to any period occurring during the Term shall be determined adverse payable to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidTenant.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor Tenant shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’right, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and provided that there is no Contested Lien shall constitute an monetary Event of Default occurring at the time Tenant wishes to exercise such right, in its sole discretion and at its expense to contest the amount or validity, in whole or in part, of any Taxes by appropriate proceedings diligently conducted in good faith; provided, however, that Tenant delivers to Landlord prior written notice of any such proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Taxes as provided in this Lease to the extent required by applicable Legal Requirements.. Upon the termination of any such proceedings, Tenant shall pay the amount of such Taxes or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings (if permitted under the immediately preceding sentence), together with any costs, fees, including attorney's fees, interest, penalties, fines and other liability in connection therewith. Tenant shall be entitled to the refund of any Taxes, penalty, fine and interest thereon to the extent allocable to the Term. Landlord shall join in (at no cost to Landlord) any proceedings referred to in this MortgageSection 4.2 to the extent the provisions of any law, ifrule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord. Landlord shall not contest any Taxes payable within the Term without Tenant's prior written consent which consent may be withheld in Tenant's sole and absolute discretion, but only if: provided that such consent shall not be unreasonably withheld during the last twelve (12) months of the Term if Tenant has not exercised its option to extend for the next Extension Term. If Landlord elects to contest any Taxes payable within the Term (and Tenant consents to such contest), (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same such contest shall be asserted; at Landlord's sole expense (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor amount of Taxes payable by Tenant are reduced by reason of Landlord's contest, Tenant shall fail so reimburse Landlord for the reasonable costs incurred by Landlord in such contest to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment extent of the Lender reduction in Taxes from time to obtain the release and discharge of such liens; and any amount expended time received by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paidTenant), and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section Landlord shall be solely responsible and may demand payment upon shall pay when due any bond or title indemnity furnished as aforesaidincrease in Taxes resulting from such contest.

Contests. Notwithstanding anything (a) After the Closing, each of Buyer and Seller shall promptly notify the other party in writing of any written notice of a proposed assessment, audit, contest, proceeding or litigation (a “Contest”) of Buyer or Seller or of any of the Company and the Subsidiaries which could reasonably be expected to result in grounds for payment by such other party under this Article VII. (b) For all Contests for which either party alone bears the economic burden under Article VII, such party shall control all such Contests in connection therewith. In other cases, prior to the contrary herein containedClosing Date, Seller shall control all Contests relating to the Company and the Subsidiaries and, after the Closing Date, in the case of a Contest that relates to a non-Consolidated Return (or any item relating thereto or reported thereon) for a taxable period ending on or before, or that includes, the Mortgagor Closing Date, Seller shall have the right at its expense to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon participate in the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”)conduct of such Contest, and no Contested Lien for all taxable periods thereafter, Buyer shall constitute an Event control such Contests; provided, however, that Seller shall control any contest that relates to a Consolidated Return of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice Seller. If Seller does not assume the defense of any Contested Lien such Contest for a taxable period ending on or before the Closing Date, Buyer may defend the same in such manner as it may deem appropriate, including settling such Contest after giving 30 days’ prior written notice to Seller setting forth the terms and conditions of settlement. Notwithstanding the foregoing, Buyer shall control any Contests relating to, and shall be under no obligation to dispute or otherwise litigate, any Franchise Fees with respect to which Buyer receives a bona fide request for payment from the applicable franchisor and such Franchise Fees shall be paid by Seller to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of extent such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during Franchise Fees relate to the period of contestprior to the Closing Date, as determined in accordance with Section 7.1 above; provided that in lieu Buyer shall not (and shall cause its Affiliates not to) solicit or enter into any arrangement with any franchisor under which payment of such payment the Mortgagor may furnish Franchise Fees relating to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory period prior to the Lender;Closing Date is made in return for a reduction in Franchise Fees relating to the period on or after the Closing Date or other benefit to Buyer or its Affiliates. (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the PremisesBuyer and Seller agree to cooperate, and shall permit Buyer agrees to cause the Lender Company and the Subsidiaries to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender ifcooperate, in the opinion defense against or compromise of the Lender, and notwithstanding any such contest, the Premises shall be claim in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidContest.

Contests. Subject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 13 of the Lease, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend, compromise or contest by appropriate proceedings, any Claim for which indemnification is sought under this Section 12.1, and each Indemnitee and each member of a Related Indemnitee Group shall cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in connection therewith, provided that the Lessee shall not have the right without the consent -------- of the Indemnitee to defend, contest or compromise any Claim with respect to any Indemnitee or any member of its Related Indemnitee Group (i) if a Specified - Lease Event of Default shall have occurred and be continuing; (ii) if such -- Person retains any economic interest in the transactions contemplated hereby and such proceeding involves any material danger of the sale, forfeiture or loss of the Facility or (iii) if such Claim involves a realistic possibility of --- criminal sanctions or criminal liability to such Indemnitee or any member of its Related Indemnitee Group, in which event such Indemnitee shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee shall keep the Indemnitee which is the subject of any such proceeding fully apprised of the status of such proceeding and shall provide such Indemnitee with all information with respect to such proceeding as such Indemnitee shall reasonably request; provided that in the event an -------- Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as the Lessee shall reasonably request and shall consult in good faith with the Lessee regarding such defense, compromise or contest. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee or any member of its Related Indemnitee Group with respect to a Claim, no additional legal fees or expenses of such Indemnitee or member of its Related Indemnitee Group in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that if (i) in the written opinion of -------- - counsel to such Indemnitee a conflict of interest exists where it is advisable for such Indemnitee or member of its Related Indemnitee Group to be represented by separate counsel or (ii) such Indemnitee or any member of its Related -- Indemnitee Group has been indicted or otherwise charged in a criminal complaint or is the subject of a criminal investigation in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee or such member of a Related Indemnitee Group informs the Lessee that such Indemnitee or such member of a Related Indemnitee Group desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Notwithstanding anything to the contrary herein containedcontained herein, the Mortgagor Lessee shall have not, under any circumstances, be liable for the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of more than one counsel for all Indemnitees and members of Related Indemnitee Groups except in the Lender’s counsel (all case specified in the proviso to the immediately preceding sentence of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); this paragraph (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and ). Subject to the extent that requirements of any such Contested Lien shall be determined adverse policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the Mortgagor, or (ii) forthwith upon demand by preceding provisions and such participation shall not constitute a waiver of the Lender ifright to receive the indemnification provided in this Section 12.1; provided that such party's -------- participation does not, in the opinion of counsel appointed by the LenderLessee or its insurers to conduct such proceedings, and notwithstanding any interfere with such contestcontrol. Notwithstanding anything to the contrary contained herein, during the continuance of a Lease Event of Default, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but Lessee shall not compromise any Claim without the consent of each applicable Indemnitee unless such Claim is simultaneously released or discharged, such consent not to be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidunreasonably withheld.

Contests. If a written claim for payment is made by any taxing authority against an Indemnitee for any Imposition with respect to which Lessee or Guarantor may be liable for indemnity pursuant to this Section 7.4, such Indemnitee shall give Lessee and Guarantor written notice of such claim promptly after its receipt, and shall furnish Lessee and Guarantor with copies of such claim and all other writings received from the taxing authority to the extent relating to such claim. The Indemnitee shall not pay such claim until at least thirty (30) days after providing Lessee and Guarantor with such written notice, unless required to do so by law or regulation. Subject to the conditions set forth in the following paragraph, Lessee and Guarantor shall be entitled to contest (acting through counsel selected by Lessee and Guarantor and reasonably acceptable to the Indemnitee), and control the contest of, any such claim with respect to an Imposition (a “Tax Claim”) if (i) the contest of the Tax Claim may be pursued in the name of Lessee or Guarantor; (ii) the contest of the Tax Claim must be pursued in the name of the Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Indemnitee for which Lessee and Guarantor are not responsible or (iii) the Indemnitee requests that Lessee and Guarantor control such contest. In the case of all other Tax Claims, subject to the conditions set forth in the following paragraph, the Indemnitee shall contest the Tax Claim if Lessee and Guarantor shall request that the Imposition be contested, and the following rules shall apply with respect to such contest: (1) the Indemnitee shall control the contest of such Tax Claim in good faith taking into account any and all tax consequences to the Indemnitee, including, without limitation, those associated with a recharacterization of the transaction contemplated by the Operative Documents by any taxing authority (acting through counsel selected by the Indemnitee and reasonably acceptable to Lessee and Guarantor), (2) the Indemnitee shall not otherwise settle, compromise or abandon such contest without Lessee’s and Guarantor’s prior written consent except as provided in the concluding paragraph to this Section 7.4(b). In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as related portions of tax returns, and shall consider and consult in good faith with the other party regarding any request, including but not limited to requests (a) to resist payment of Impositions if practical and (b) not to pay such Impositions except under protest if protest is necessary and proper (but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment). Notwithstanding the foregoing, no contest with respect to a Tax Claim shall be required or permitted and Lessee and Guarantor shall be required to pay the applicable Impositions without contest, unless: (1) within thirty (30) days after notice by the Indemnitee to Lessee and Guarantor of such Tax Claim, Lessee and Guarantor shall request in writing to the Indemnitee that such Tax Claim be contested; provided that if a shorter period is required for taking action with respect to such Tax Claim and the Indemnitee notifies Lessee and Guarantor of such requirement, Lessee and Guarantor shall use reasonable efforts to request such contest within such shorter period, (2) no Event of Default has occurred and is continuing, (3) there is no risk of sale, forfeiture or loss of, or, except in the case of a Tax Claim involving only disputed state or local property or ad valorem taxes, the creation of a Lien on Lessee’s interest in, the Leased Property as a result of such Tax Claim (other than a Permitted Lien); provided that this clause (3) shall not apply if the Lessee and Guarantor post security satisfactory to the Indemnitee in its sole discretion, or the Imposition is fully paid in either manner specified in clause (5) below, (4) there is no risk of imposition of any criminal penalties, (5) if such contest involves payment of such Imposition, Lessee and Guarantor shall either advance to the Indemnitee on an interest-free basis, and with no after-tax cost to such Indemnitee, the amount of the Imposition (a “Tax Advance”) or pay such Indemnitee the amount payable by Lessee and Guarantor pursuant to this Section 7.4 with respect to such Imposition, (6) Lessee and Guarantor agree to pay (and pay on demand) and with no after-tax cost to such Indemnitee, all reasonable costs, losses and expenses incurred by the Indemnitee in connection with the contest of such claim (including all reasonable legal, accounting and investigatory fees and disbursements), (7) except in the case of a Tax Claim involving only disputed state or local property or ad valorem taxes, (A) the Indemnitee has been provided at Lessee’s and Guarantor’s sole expense with an opinion, reasonably acceptable to such Indemnitee, of independent tax counsel of recognized standing selected by Lessee and Guarantor and reasonably acceptable to the Indemnitee to the effect that there is a reasonable basis for contesting such Tax Claim; and (B) the amount of the disputed federal Taxes in controversy, taking into account the amount of all similar and logically related Impositions with respect to the transactions contemplated by the Operative Documents that could be raised in any other year (including any future year) not barred by the statute of limitations, exceeds $50,000; (8) Lessee and Guarantor shall acknowledge in writing their liability to indemnify the Indemnitee hereunder, on and subject to the terms and conditions hereof, in respect of such claim if the contest is not successful, and (9) in the case of a judicial appeal, no appeal to the U.S. Supreme Court shall be required of the Indemnitee or shall be permitted by Lessee and Guarantor. Notwithstanding anything to the contrary herein containedcontained in this Section 7.4, the Mortgagor shall have Indemnitee at any time may elect to decline to take any action or any further action with respect to a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without Lessee’s and Guarantor’s consent if the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only ifIndemnitee: (a1) The Mortgagor shall forthwith give notice of waives its right to any Contested Lien indemnity payment by Lessee and Guarantor pursuant to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) this Section 7.4 in respect of such Contested LienTax Claim (and any other claim for Impositions with respect to any other taxable year and/or with respect to any other claim, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien which is effectively precluded by appropriate legal proceedings having the effect of staying Indemnitee’s declination to take action with respect to the foreclosure or forfeiture of the PremisesTax Claim), and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);and (d2) The Mortgagor shall pay each promptly repays to Lessee and Guarantor any Tax Advance and any amount paid to such Contested Lien and all Lien Amounts together Indemnitee under this Section 7.4 in respect of such Taxes, but not any costs or expenses with interest and penalties thereon (i) if and respect to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited . Except as provided in paragraph (b) the preceding sentence, any such waiver shall be without prejudice to the rights of this Section and may demand payment upon the Indemnitee with respect to any bond or title indemnity furnished as aforesaidother Tax Claim.

Contests. Notwithstanding anything (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of the proposed assessment or the commencement of any Tax audit, inquiry or administrative or judicial proceeding or of any demand or claim on the Purchaser, its Affiliates, the ▇▇▇▇▇▇ Group which, if determined adversely to the contrary herein containedtaxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.02 (a “Contest”). Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates, the Mortgagor Company) describing the asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax Liability. (b) In the case of any Contest that relates solely to any Pre-Closing Tax Period, the Seller shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon (but not the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”duty), and no Contested Lien at their expense, to control the conduct of such Contest, through counsel of their own choosing. If the Seller elect to direct a Contest that relates solely to any Pre-Closing Tax Period, the Seller shall constitute an Event within 10 days of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give receipt of the notice of any Contested Lien such Contest notify the Purchaser in writing of its intent to do so, and the Purchaser shall cooperate and shall cause the ▇▇▇▇▇▇ Group to fully cooperate, at the Seller’s expense, in each phase of such Contest; provided, however, (i) the Seller shall not enter into any settlement or otherwise compromise any such Contest without the prior written consent of the Purchaser, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Purchaser shall have the right (but not the duty) to participate in the defense of such Contest and to employ counsel, at its own expense, separate from counsel employed by the Seller, and (iii) the Seller shall keep the Purchaser informed with respect to the Lender at the time the same commencement, status and nature of any such Contest, and shall be asserted; (b) The Mortgagor shall either pay under protest or deposit reasonably cooperate with the Lender Purchaser and consult with it regarding the full amount (the “Lien Amount”) conduct of or positions taken in any such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender;Contest. (c) The Mortgagor shall diligently prosecute In the contest case of any Contested Lien Contest that does not relate solely to any Pre-Closing Tax Period, the Purchaser shall have the right, at its expense, to control the conduct of such Contest, through counsel of its own choosing; provided, however, (i) the Purchaser shall not enter into any settlement or otherwise compromise any such Contest that could affect the indemnification by appropriate legal proceedings having the effect of staying Seller under Section 7.02 without the foreclosure or forfeiture prior written consent of the PremisesSeller, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Seller shall have the right (but not the duty) to participate in the defense of such Contest and to employ counsel, at their own expense, separate from counsel employed by the Purchaser, and (iii) the Purchaser shall keep the Seller informed with respect to the commencement, status and nature of any such Contest, and shall permit reasonably cooperate with the Lender to be represented Seller and consult with them regarding the conduct of or positions taken in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidContest.

Contests. Notwithstanding anything If a written claim shall be timely made against and timely received by any Indemnitee for any Tax for which Lessee is obligated pursuant to this Section 10(a), such Indemnitee shall notify Lessee in writing promptly of such claim and shall provide Lessee such information regarding such claim as claim as Lessee may reasonably request, but the contrary herein containedfailure to give such notice or to provide such information shall not diminish Lessee's obligation hereunder unless such failure causes a contest to be precluded or such contest right is materially adversely affected by such failure. If a written claim shall be made for any Tax, the Mortgagor shall have the right for which Lessee is obligated pursuant to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”Section 10(a), and (x) under applicable law of the taxing jurisdiction Lessee is allowed to directly contest such Tax and, (y) no Contested unindemnified taxes are involved that cannot reasonably be severed from the claim with respect to such Tax, then Lessee shall be permitted, at its expense and in its own name, to contest the imposition of such Tax and (provided that it shall impose no risk of loss, seizure, confiscation or detainment of the Aircraft, the Airframe, the Engine or any part of Lien upon title thereto) to withhold payment during the pending of such contest, if permitted by law. If allowable under local law and permission is granted to Lessee by Indemnitee, which permission shall constitute not be unreasonably withheld, Lessee will be permitted to litigate any Tax claim for which it is obligated to indemnify any Indemnitee provided satisfactory arrangements are concluded which will fully protect such Indemnitee from a final decision adverse to the interest of Lessee and/or Indemnitee. If Lessee cannot contest the Tax in its own name, or if Lessee and Indemnitee agree that any contest should be in the name of Indemnitee, then upon request from Lessee within 30 days after receipt of such notice, such Indemnitee shall at Lessee's expense contest the imposition of such Tax. After considering any views offered by Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Indemnitee may in its reasonable discretion select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof, provided, however, if Lessee makes arrangements which fully protect Indemnitee from a final decision adverse to Lessee and/or Indemnitee, Lessee may in its discretion select any forum for such contest and the manner in which it is contested. Lessee shall indemnify Lessor and Lessor's Lender for any adverse consequences resulting from such choice of forum by Lessee. In no event shall such Indemnitee be required or, shall Lessee be permitted, to contest the imposition of any Tax for which Lessee is obligated pursuant to Section 10(a) unless (P) Lessee shall have agreed to pay such Indemnitee on demand, and indemnify such Indemnitee from, and shall so pay and indemnify on demand of such Indemnitee from time to time, all reasonable out-of-pocket costs and expenses that such Indemnitee incurs in contesting such claim or arising out of or relating to such contest (including, without limitation, all out-of-pocket costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties, interest and additions to tax); (Q) such Indemnitee shall have reasonably determined that the action to be taken will not result in a sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of Lessor in a manner reasonably satisfactory to Lessor) other than Liens for Taxes either not yet due or being contested in good faith by appropriate proceedings so long as such proceedings do not involve any risk of the sale, forfeiture or loss of the Aircraft, Airframe, any Engine or part or any interest therein; (R) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have advanced sufficient funds, on an interest-free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net after-tax cost to such Indemnitee of such advance; (S) in the case of any tax being contested in the name of an Indemnitee, such Indemnitee shall have received an opinion of independent tax counsel selected by Lessee and approved by such Indemnitee (which approval shall not be unreasonably withheld) and furnished at Lessee's sole expense to the effect that there is a meritorious basis for contesting such claim; and (T) if an Event of Default under this Mortgageshall have occurred and be continuing, ifLessee shall have, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time option of the same shall be asserted; Indemnitee, either (bi) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may provided security for its obligation hereunder reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien Indemnitee by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender placing in escrow sufficient funds to be represented in cover any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, contested Tax or otherwise provided satisfactory provisions for payment or (ii) forthwith upon demand paid such Tax. If any Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, such Indemnitee shall pay Lessee, but not before Lessee shall have made all payments theretofore due to such Indemnitee pursuant to Section 10(a) an amount equal to the Lender ifLessor of (X) the amount of such refund, in the opinion of the Lenderincluding interest received attributable thereto, and notwithstanding (Y) such Tax payment by Lessee to such Indemnitee plus any other payment by Lessee to such Indemnitee theretofore made pursuant to Section 10(a). If any Indemnitee shall have paid the Lessee any refund of all or part of any Tax paid by Lessee and it is subsequently determined that such Indemnitee was not entitled to the refund, such determination shall be treated as the imposition of a Tax for which Lessee is obligated to indemnify such Indemnitee pursuant to the provisions of Section 10(a). An Indemnitee shall not settle any such claim or contest pursuant to this provision without the written consent of Lessee (which consent shall not be unreasonably withheld). Nothing contained in this Section 10(c) shall require any Indemnitee to contest or continue a contest of a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 10(c), if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable to Lessee under this Section 10 in connection with such claim. In the event an Indemnitee contests any Taxes hereunder, the Indemnitee shall apprise Lessee of all material developments with respect to such contest (provided, however, that a failure to so provide shall not relieve Lessee from its obligations to indemnify hereunder), shall forward copies of all material submissions made in such contest, shall consider in good faith any request concerning the Premises conduct of any such contest and, without waiving the right to be indemnified hereunder with respect to such claim, shall be in jeopardy not settle or in danger concede any such contest without the prior written consent of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to doLessee, the Lender may, but which consent shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidunreasonably withheld.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’', materialmen’s 's or other liens or claims for lien upon the Premises (each, a “all herein called "Contested Lien”Liens"), and no Contested Lien shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender Mortgagee at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender Mortgagee the full amount (herein called the “"Lien Amount”") of such Contested Lien, together with such amount as the Lender Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderMortgagee; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Mortgagee to be represented in any such contest and shall pay all expenses incurred, incurred by Mortgagee in so doing, including reasonable fees and expenses of the Lender’s Mortgagee's counsel (all of which shall constitute so much additional Indebtedness Hereby Secured bearing interest at the Default Rate until paid, and payable upon demand);; and (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender Mortgagee if, in the reasonable opinion of the LenderMortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the EXHIBIT 10.19 judgment of the Lender Mortgagee to obtain the release and discharge of such liens; and any amount expended by the Lender Mortgagee in so doing shall be so much additional Indebtedness Hereby Secured bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender Mortgagee may in such case use and apply for the purpose monies deposited as provided in paragraph (bSubsection 29(b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything If any Claim shall be made against any Indemnitee -------- or if any proceeding shall be commenced against any Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee may have an indemnity obligation pursuant to Section 8.1, or if any Indemnitee shall ----------- determine that any Taxes as to which Lessee may have an indemnity obligation pursuant to Section 8.1 may be payable, such Indemnitee shall promptly notify ----------- Lessee in writing. Lessee shall be entitled, at its expense, acting through counsel reasonably acceptable to such Indemnitee, to participate in, and, to the contrary herein containedextent that Lessee desires to, assume and control the Mortgagor defense thereof; provided, --------- however, that Lessee shall have acknowledged in writing its obligation to ------- indemnify fully such Indemnitee in respect of such action, suit or proceeding to the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default extent required under this MortgageArticle VIII; and, ifprovided, but only if: (a) The Mortgagor further, that Lessee ------------ ----------------- shall forthwith give notice not be entitled to assume and control the defense of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest such action, suit or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) proceeding if and to the extent that (A) Lessee is not able to provide such Indemnitee with a legal opinion of counsel reasonably acceptable to such Indemnitee that such action, suit or proceeding does not involve (x) a risk of imposition of criminal liability or (y) any material risk of material civil liability on such Contested Lien shall be determined adverse to Indemnitee and will not involve a material risk of the Mortgagorsale, forfeiture or loss of, or the creation of any Lien (iiother than a Permitted Lien) forthwith upon demand by on the Lender ifEquipment, or the Trust Estate or any part thereof, unless, in the case of this clause (y), Lessee contemporaneously with such opinion shall have posted ---------- a bond or other security satisfactory to the relevant Indemnitee in respect to such risk, (B) the control of such action, suit or proceeding would involve a bona fide conflict of interest, (C) such proceeding involves Claims not fully indemnified by Lessee which Lessee and the LenderIndemnitee have been unable to sever from the indemnified claim(s), (D) a Lease Default or Lease Event of Default has occurred and is continuing or (E) such action, suit or proceeding involves matters which extend beyond or are unrelated to the transactions contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Indemnitee notwithstanding indemnification by Lessee. Indemnitee, on the one hand, and notwithstanding Lessee, on the other hand, may participate in a reasonable manner, each at its own expense and with its own counsel in any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended proceeding conducted by the Lender other in so doing shall be so much additional Indebtedness bearing interest accordance with the foregoing. Each Indemnitee shall, at the Default Rate until paidLessee's expense, supply Lessee with such information and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited documents reasonably requested by Lessee as provided in paragraph (b) of this Section and may demand payment upon any bond are necessary or title indemnity furnished as aforesaid.advisable for Lessee to

Contests. Notwithstanding anything (i) If any claim is made against an Indemnified Person with respect to Taxes for which Lessee could have an indemnity obligation hereunder, such Indemnified Person shall promptly notify Lessee in writing of such claim, and shall contest in good faith (including consultations in-good faith with Lessee and Lessee's counsel) with the contrary herein contained, the Mortgagor shall have the right to contest appropriate public authority and by appropriate legal proceedings diligently prosecuted in the name of the relevant Indemnified Person, and shall not settle without the prior written consent of Lessee, the amount or validity of any Taxes imposed payable by Lessee under the terms of this Agreement, provided that (A) Lessee shall have requested that such Indemnified Person pursue such contest, (B) if such contest requires the payment of the claim, Lessee shall have paid the amount required directly to the appropriate taxing authority or assessed upon made an advance of the Premises or which may be or become amount thereof to such Indemnified Person on an interest-free basis and net of any additional tax cost (after taking into account any tax benefits) to such Indemnified Person resulting from such advance, (C) if Lessee requests that an Indemnified Person pursue a lien thereon contest that necessarily involves net income taxes, Lessee shall have provided an opinion of independent tax counsel, selected by Lessee and any mechanics’reasonably acceptable to Lessor, materialmen’s or other liens or claims to the effect that there is a. reasonable basis for lien upon pursuing such contest, (D) such contest would not result in a material risk of forfeiture of the Premises (each, a “Contested Lien”)relevant Aircraft, and (E) no Contested Lien shall constitute an Event of Default with respect to the applicable Aircraft shall have occurred and be continuing, unless, in the case of (D) and (E), Lessee shall have provided security that, in the reasonable discretion of all Indemnified Persons, is sufficient to protect the Aircraft and Lessee's obligations hereunder without recourse to any other assets; and provided further, that Lessee shall pay for all costs, expenses and liabilities incurred in connection with any such contest to the extent such costs, expenses and liabilities relate to a Tax that Lessee shall have requested be contested in accordance with this Section 11(d). The Indemnified Person conducting such contest shall keep Lessee and its counsel informed of the progress and status of such contest. Alternatively, if (1) such contest involves (or could legally involve) only Taxes (other than net income Taxes) for which Lessee could have an indemnity obligation hereunder and (2) for which Lessee would be legally permitted to conduct such contest in its own name under the law of the applicable taxing jurisdiction, Lessee shall be permitted to contest the claim, subject to the conditions set forth in clauses (A), (B), (C), (D) and (E) above, and to control the contest of such claim, including the choice of forum, provided that (y) Lessee shall notify and advise such Indemnified Person of the progress and status of such contest and shall consider in good faith the recommendations of such Indemnified Person with respect to any such contest undertaken in such Indemnified Person's name, and (z) such Indemnified Person agrees to provide Lessee with the authorizations needed by Lessee to pursue such contest, and shall provide Lessee with all information in the possession of such Indemnified Person that is reasonably requested by Lessee for the pursuit of such contest. Notwithstanding the foregoing, Lessee shall be permitted to contest a Tax in the name of an Indemnified Party if (i) all the other conditions except clause (2) of the preceding sentence are met, (ii) the contest in question involves an Aircraft subject to a Permitted Sublease entered into after the date hereof under the terms of which Lessee has allowed the sublessee, as indemnitor under such sublease, to contest the indemnified Tax in Lessee's name and (iii) Lessee, as a general matter in leasing transactions it has entered into after the date hereof in which Lessee is the lessor, has granted similar rights to lessees in such transactions. Notwithstanding the foregoing provisions of this paragraph (i), an Indemnified Person may forego its obligation to contest a claim for Taxes if it notifies Lessee in writing that it waives its rights under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice Section 11 with respect to such claim and any claim based on the outcome of any Contested Lien to the Lender at the time the same such claim. A Permitted Sublessee shall be asserted; (bpermitted to exercise Lessee's rights and obligations under this Section 11(d) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of respect to a contest; provided that Lessee shall have notified Lessor in lieu writing of its intention to have a Permitted Sublessee exercise such payment the Mortgagor may furnish rights and obligations prior to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent time that any action is taken by such Contested Lien Permitted Sublessee with respect to such contest; and provided, further, that Lessee shall be determined adverse to the Mortgagor, or at all times remain liable for its obligations under this Section 11. (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises Lessee shall be in jeopardy entitled to any refunds of Taxes, plus interest thereon, which are actually received by any Indemnified Person or in danger Lessee which are with respect to Taxes previously paid by (or as to which an indemnity payment has been made by) Lessee under the terms of being forfeited or foreclosedthis Agreement; provided that if (A) no Payment Event of Default shall have occurred and be continuing, and (B) the Mortgagor shall fail so subsequent loss of any such refund for which an Indemnified Person has made a payment to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing Lessee shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited treated as provided in paragraph (b) of an indemnified Tax under this Section and may demand payment upon any bond or title indemnity furnished as aforesaid11.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested LienLiens”), and no Contested Lien shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender Mortgagee at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender Mortgagee the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderMortgagee; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the LenderMortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender Mortgagee if, in the reasonable opinion of the LenderMortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Mortgagee to obtain the release and discharge of such liens; and any amount expended by the Lender Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender Mortgagee may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything If any claim shall be made against any Tax -------- Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, ----------- or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be ----------- payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desires to, assume and control the Mortgagor defense thereof; provided, however, that the Lessee shall have -------- ------- acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful, and, provided further, that the Lessee shall not be entitled -------- ------- to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice defense of any Contested Lien to such action, suit or proceeding (but the Lender Tax Indemnitee shall then control the defense of such contest, at the time sole cost and expense of the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Contested Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Mortgagor, Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, however, such Tax Indemnitee shall in no -------- event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lender ifLessee in accordance with the foregoing. Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee with such information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have ----------- occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent ----------- of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 ----------- with respect to such Claim. Notwithstanding anything contained herein to the contrary, (I) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest except on its own behalf if it is subject thereto) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to ----------- such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (II) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which, in the opinion of Tax Indemnitee's counsel, creates substantial authority for the Lender, and notwithstanding any success of such contest, . Each Tax Indemnitee and the Premises Lessee shall be consult in jeopardy or in danger of being forfeited or foreclosed; provided that if good faith with each other regarding the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge conduct of such liens; and any amount expended contest controlled by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaideither.

Contests. Notwithstanding anything (i) In the case of an audit or administrative or judicial proceeding that relates to periods ending at or before the contrary herein containedEffective Time, the Mortgagor GJP Parties shall have the right right, at their expense, to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed participate in and control 50 the conduct of such audit or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, proceeding but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that such audit or proceeding relates solely to a potential adjustment for which the GJP Parties have acknowledged GJP's liability in writing and the issue underlying the potential adjustment does not recur for any period ending subsequent to the Effective Time. The GJP Parties shall keep TPEG fully informed of the progress of any such Contested Lien audit or proceeding and, if it appears in the sole discretion of TPEG, that such audit or proceeding may adversely affect TPEG or TPEG Sub II, TPEG also may participate in any such audit or proceeding. If the GJP Parties do not assume the defense of any such audit or proceeding promptly, TPEG may defend and settle the same (for the GJP Parties' account) in such reasonable manner as it may deem appropriate. In the event that a potential adjustment as to which the GJP Parties would be liable is present in the same proceeding as a potential adjustment for which TPEG or TPEG Sub II would be liable, TPEG shall be determined adverse have the right, at its expense, to control the audit or proceeding with respect to the Mortgagor, or latter potential adjustment. (ii) forthwith upon demand by With respect to a potential adjustment for which both GJP and TPEG and/or TPEG Sub II could be liable, or which involves an issue that recurs for any period ending after the Lender ifEffective Time (whether or not the subject of audit at such time), (i) both the GJP Parties and TPEG may participate in the opinion audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the Lender, greater portion of the dollar amount of the adjustment and notwithstanding any such contest, the Premises shall corresponding adjustments that may reasonably be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary anticipated for future Tax periods. The principle set forth in the judgment preceding sentence shall also govern for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in circumstances in which separate issues are otherwise controlled hereunder by TPEG and the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited GJP Parties. (iii) Except as provided in paragraph clause (bi) of this Section and 6(e), neither TPEG nor the GJP Parties shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent may demand payment upon any bond or title indemnity furnished as aforesaidnot be unreasonably withheld.

Contests. If the Lessee shall so request within 30 days after -------- receipt of such notice, then such Tax Indemnitee shall in good faith at Lessee's expense contest such Tax; provided, however, that to the extent the contest involves only Taxes constituting property taxes, sales taxes, or use taxes such contest shall be undertaken by the Lessee at the Lessee's expense and at no- after-tax cost to the Lessor or the Owner Participant, but if such contest would involve any other type of Tax, then such Tax Indemnitee may, in its sole discretion, control such contest (including selecting the forum for such contest, and determining whether any such contest shall be conducted by (i) paying such Tax under protest or (ii) resisting payment of such Tax or (iii) paying such Tax and seeking a refund thereof; provided, further, however, that (iv) at such Tax Indemnitee's option, such contest shall be conducted by the Lessee in the name of such Tax Indemnitee). In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest any Tax for which the Lessee is obligated to indemnify pursuant to this Section unless: (i) the Lessee shall have acknowledged its liability to such Tax Indemnitee for an indemnity payment pursuant to this Section as a result of such claim if and to the extent such Tax Indemnitee or the Lessee, as the case may be, shall not prevail in the contest of such claim; provided, however, that the Lessee shall not be required to indemnify for such Taxes to the extent that the results of the contest clearly and unambiguously demonstrate that the Tax is not a Tax for which Lessee is required to indemnify; (ii) such Tax Indemnitee shall have received the opinion of independent tax counsel selected by the Tax Indemnitee and satisfactory to the Lessee furnished at the Lessee's sole expense, to the effect that a reasonable basis exists for contesting such claim or, in the event of an appeal, that it is more likely than not that an appellate court or an administrative agency with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay such tax Indemnitee on demand (and at no after-tax costs to the Lessor and the Owner Participant) all reasonable costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all costs, expenses, reasonable legal and accounting fees, disbursements, penalties, interest and additions to the Tax); (iv) no Lease Event of Default shall have occurred and shall have been continuing, unless the Lessee shall have posted a satisfactory bond or other security with respect to the costs of such contest and the Taxes which may be required to be indemnified; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any substantial danger of sale, forfeiture or loss of, or the creation of any Lien or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee) on the Equipment or any portion thereof or any interest therein; (vi) the amount of such claims alone, or, if the subject matter thereof shall be of a continuing or recurring nature, when aggregated with identical potential claims shall be at least $5,000; and (vii) if such contest shall be conducted in a manner requiring the payment of the claim, the Lessee shall have paid the amount required (an at no after-tax costs to the Lessor and the Owner Participant). The Lessee shall cooperate with the Tax Indemnitee with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee shall consult with the Lessee regarding the conduct of such contest. The Tax Indemnitee shall cooperate with respect to any contest controlled and conducted by the Lessee and the Lessee, shall consult with the Tax Indemnitee regarding the conduct of such contest. Notwithstanding anything to the contrary herein containedcontained in this Section 7.1, no Tax Indemnitee shall be required to contest any claim if the Mortgagor subject matter thereof shall be of a continuing or recurring nature and shall have previously been adversely decided to the right Tax Indemnitee pursuant to the contest by appropriate legal proceedings diligently prosecuted any Taxes imposed provisions of this Section unless there shall have been a change in the law (including, without limitation, amendments to statutes or assessed upon the Premises regulations, administrative rulings or which may be court decisions) enacted, promulgated or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”)effective after such claim shall have been so previously decided, and no Contested Lien such Tax Indemnitee shall constitute have received an Event opinion of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to independent tax counsel selected by the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may Tax Indemnitee and reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute Lessee, furnished at the contest of any Contested Lien by appropriate legal proceedings having Lessee's sole expense, to the effect of staying that such change is favorable to the foreclosure position which such Tax Indemnitee or forfeiture of the PremisesLessee, and shall permit as the Lender to be represented case may be, had asserted in any such previous contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge a result of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paidchange, and payable upon demand; and provided further that the Lender may in there is a reasonable basis to contest such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidclaim.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a all herein called “Contested LienLiens”), and no Contested Lien Liens shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The a. Mortgagor shall forthwith give notice of any Contested Lien to the Lender Mortgagee at the time the same shall be asserted; (b) The b. Mortgagor shall either pay under protest or deposit with the Lender Mortgagee the full amount (the herein called “Lien Amount”) of such Contested Lien, together with such amount as the Lender Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor Mortgagor, may furnish to the Lender Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderMortgagee; (c) The c. Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including reasonable fees and expenses of the LenderMortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The d. Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined materially adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender Mortgagee if, in the opinion of the LenderMortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Mortgagee to obtain the release and discharge of such liens; and any amount expended by the Lender Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender Mortgagee may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished famished as aforesaid.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice Company may organise, conduct, roll out, collaborate for various contests, competitions, matches, events on the App at its sole discretion and on such terms and conditions as it may deem fit (“Contests”) for the participation, access of Users and/or any Contested Lien to the Lender at the time the same shall be asserted;other third parties (“Participants”). (b) The Mortgagor Company shall either pay under protest be entitled to revise, modify the terms and conditions in relation to such Contests at any time without giving any notice or deposit with intimation to any person and/or the Lender Participants. c) All Participants hereby expressly agree to abide by and follow the full amount (the “Lien Amount”) terms and conditions of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, every Contest and/or applicable laws as may be satisfactory applicable from time to time. d) All Participants hereby expressly agree and understand intellectual property rights in any User Provided Content, contents, works uploaded/posted in relation to the Lender;Contests or otherwise on the App shall be original in nature, fresh/ novel works and shall not infringe on any rights (including intellectual property rights) of any persons/ parties whatsoever. The Participants indemnify the Company in full in respect of the claims/ damages/ losses suffered by the Company. (ce) All Participants hereby expressly agree and understand intellectual property rights in any User Provided Content, contents, works uploaded/posted in relation to the Contests or otherwise on the App shall solely belong to the Company. f) All content, works posted/ uploaded on the App in respect of the Contests is either owned by the Company or irrevocably assigned to the Company in perpetuity. g) The Mortgagor Company shall diligently prosecute the contest be entitled to use, utilise, edit, exploit, replicate, disclose, broadcast, share or in any manner deal with or dispose of any Contested Lien by appropriate legal proceedings having and all content, works posted/ uploaded on the effect of staying the foreclosure or forfeiture App in respect of the PremisesContests in perpetuity and the Participants shall not claim any rights, and shall permit title, interest and/or entitlements in respect of the Lender same. h) Nothing contained on the App in relation to the Contest should be represented construed as granting any licence or right to any User/ Participant, to use any intellectual property belonging either to the Company and/or third party service provider associated with App, in any such contest manner whatsoever and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but Participants shall not be required entitled to use, utilise, edit, exploit, replicate, disclose, broadcast, share or in any manner deal with or dispose of any and all content, works posted/ uploaded on the App in respect of the Contests in perpetuity. i) The Terms of Use of the App shall be applicable to all Participants, persons having access to the App in respect of the Contests mutatis mutandis. j) In no case shall the Company be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from the Participants use of any of the App, or for any other claim related in any way to the Participants’ use of the App or Services, including, but not limited to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums any errors or omissions in any content, or any loss or damage of any kind incurred as may be necessary in a result of any Content or any content (or product) posted, transmitted, or otherwise made available via the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidApp.”

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor Grantor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises Property or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises Property (each, a all herein called “Contested LienLiens”), and no Contested Lien Liens shall constitute an Event of Default under this Mortgagehereunder, if, but only if: (a) The Mortgagor Grantor shall forthwith give notice of any Contested Lien to the Lender Grantee at the time the same shall be asserted; (b) The Mortgagor Grantor shall either pay under protest or deposit with the Lender Grantee the full amount (the herein called “Lien Amount”) of such Contested Lien, together with such amount as the Lender Grantee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor Grantor may furnish to the Lender Grantee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderGrantee; (c) The Mortgagor Grantor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the PremisesProperty, and shall permit the Lender Grantee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the LenderGrantee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate Rate, in addition to any other interest accruing on such amount, as provided under this Deed to Secure Debt and the other Loan Documents, all limited by the maximum rate permitted by law then in effect, until paid, and payable upon demand); (d) The Mortgagor Grantor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the MortgagorGrantor, or (ii) forthwith upon demand by the Lender Grantee if, in the opinion of the LenderGrantee, and notwithstanding any such contest, the Premises Property shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor Grantor shall fail so to do, the Lender Grantee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender Grantee to obtain the release and discharge of such liens; and any amount expended by the Lender Grantee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate Rate, in addition to any other interest accruing on such amount, as provided under this Deed to Secure Debt and the other Loan Documents, all limited by the maximum rate permitted by law then in effect, until paid, and payable upon demand; and provided further that the Lender Grantee may in such case use and apply monies deposited as provided in paragraph subsection (b) of this Section above and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. Notwithstanding anything to (a) After the contrary herein containedClosing, the Mortgagor Purchaser and the Sellers’ Representative shall promptly notify the other party in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial Tax proceeding involving any Group Company for any Pre-Closing Tax Periods (each such audit or proceeding, a “Tax Contest”). (b) In the case of a Tax Contest or any audit or administrative or judicial proceeding with respect to any Group Company that solely relates to any Tax period ending on or before the Closing Date, the Sellers’ Representative shall have the option to control the conduct of such audit or proceeding; provided, however, that (i) the Sellers’ Representative shall not settle such audit or proceeding without the consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed; and (ii) the Purchaser shall have the right to contest participate (at the Purchaser’s expense) in the conduct of such audit or proceeding. The Sellers’ Representative shall conduct any such audit or proceeding actively, diligently and in good faith, and shall keep the Purchaser reasonably informed of any proceedings with respect thereto. If the Sellers’ Representative does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, provided that the Purchaser shall not settle such audit or proceeding without the consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. All positions taken in any such audit or proceeding shall be consistent with the provisions of this Agreement, unless otherwise consented by appropriate legal proceedings diligently prosecuted the Purchaser and the Sellers’ Representative. The Purchaser shall control any Tax Contest that relates to a Straddle Period; provided, however, that with respect to any portion of such Tax Contest that relates to Taxes imposed or assessed upon the Premises or for which a Seller may be liable, such Tax Contest may not be settled without the consent of Sellers’ Representative, not to be unreasonably withheld, conditioned or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender;delayed. (c) The Mortgagor shall diligently prosecute In the contest case of any Contested Lien by appropriate legal proceedings having Tax Contest in respect of Holdco for any Tax Period that ends on or prior to the effect Closing Date that is subject to the provisions of staying the foreclosure or forfeiture Subchapter C of Subtitle A, Chapter 63 of the PremisesCode, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Regulations promulgated thereunder, and shall permit published administrative interpretations thereof), or any similar provisions or procedures established by any state or local Taxing Authority (the Lender to be represented in any such contest and shall pay all expenses incurred“Partnership Audit Rules”), in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien Sellers’ Representative or its designees shall be determined adverse to appointed as the Mortgagor, or (ii“partnership representative” of Holdco within the meaning of Section 6223(a) forthwith upon demand by the Lender if, in the opinion of the LenderCode (or any analogous provision in any jurisdiction) (the “Partnership Representative”) and the “designated individual” of Holdco within the meaning the Partnership Audit Rules (or any analogous provision in any jurisdiction) (the “Designated Individual”), and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so Sellers’ Representative fails to doassume such role, the Lender mayPurchaser shall designate the Partnership Representative and the Designated Individual, and the Sellers shall cooperate with the Purchaser, and take all actions reasonably requested by the Purchaser, to cause such person as is designated by the Purchaser to act as the Partnership Representative or the Designated Individual, and (ii) the Partnership Representative shall cause Holdco to make the election under Section 6226 of the Code or any analogous provision of the Partnership Audit Rules in any jurisdiction. In the event there is an “Imputed Underpayment”, as defined under Section 6225 of the Code or any analogous provision of the Partnership Audit Rules in any jurisdiction, for which an election under Code Section 6226(a) cannot be made under applicable Law, but requires the parties affected by the Imputed Underpayment to file amended returns that take into account certain adjustments and pay any additional tax due pursuant to Section 6225(c) (a “Section 6225(c) Election”), then those parties affected by the Section 6225(c) Election shall not be required to, promptly pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment Purchaser an amount equal to their share of the Lender Imputed Underpayment. If the Purchaser pays any party’s share of the Imputed Underpayment as a result of a party’s failure to obtain pay the release and discharge Purchaser such amounts, such party shall on demand pay the Purchaser the amount of such liens; party’s share of the Imputed Underpayment plus interest thereon (accruing from the date such payment was made) at the rate of twelve percent (12%) per annum, compounded quarterly on the first day of each calendar quarter, from and any amount expended after the date on which the Purchaser has given notice to such party that it has made a payment on its behalf. A party’s share of an Imputed Underpayment shall reasonably be determined by the Lender Purchaser in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidgood faith.

Contests. An Indemnitee shall forward to Lessee any notice such Indemnitee receives from any Person in regard to a proposed imposition or adjustment by any Governmental Authority that would result in a liability for Taxes with respect to which Lessee has liability under this Article 21 promptly after receipt by such Indemnitee; provided, however, that failure to do so shall not eliminate any liability by Lessee to an Indemnitee under this Article 21 except to the extent of additional interest, penalties and the like attributable to such failure or if such failure effectively precludes the ability to conduct a contest of such Taxes. Such Indemnitee shall consult with Lessee in determining whether to contest such proposed adjustment and the manner of proceeding with such contest (including whether and to what extent to allow Lessee to control the contest and to conduct the contest in its name if permissible under applicable Law or in the name of such Indemnitee); provided, however, that (a) such Indemnitee reserves the right to agree or not to agree to pursue any such contest, (b) Lessee shall keep such Indemnitee informed of the status of the contest and consult with such Indemnitee regarding the manner in which to proceed with such contest, and (c) such Indemnitee reserves the right to agree to any compromise or settlement proposal. Notwithstanding anything to the contrary herein containedcontained in this Section 21.5, such Indemnitee shall not be obligated to pursue a contest of any claim unless (i) prior to taking such action Lessee shall have agreed to pay or, in the case of item (C) below, lend on an interest-free basis, to such Indemnitee an amount equal to all out-of-pocket costs and expenses such Indemnitee actually incurs in connection with and reasonably allocable to contesting such claim, including, without limitation, (A) all reasonable legal, accountants’, and investigatory fees and disbursements, (B) the amount of any interest or penalty payable as a result of contesting such claim, and (C) if such contest is to be initiated by the payment of, and the claiming of a refund for, Taxes, sufficient funds to make such payment (and in the event such contest is finally determined adversely, the Mortgagor amount of such loan shall have be applied against Lessee’s obligation to indemnify such Indemnitee for the right Taxes which relate to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”such contest), (ii) such proceedings do not involve any material risk or danger of the sale, forfeiture, or loss of any Item of Equipment, or, if there is such a risk, Lessee has provided to such Indemnitee a bond in form and substance reasonably satisfactory to such Indemnitee in an amount sufficient to protect such Indemnitee from any detriment that would be suffered by such Indemnitee as a result of such sale, forfeiture, or loss or has otherwise made provision to protect the interests of such Indemnitee in a manner reasonably acceptable to such Indemnitee, and (iii) no Contested Lien shall constitute an Event of Default shall have occurred and be continuing. If (X) such Indemnitee shall fail to meet its obligations under this MortgageSection 21.5, if, but only if: (Y) such Indemnitee exercises its discretion under clause (a) The Mortgagor shall forthwith give notice of any Contested Lien the first proviso of this Section 21.5 to the Lender at the time the same shall be asserted; not pursue a claim, or (bZ) The Mortgagor shall either pay such Indemnitee exercises its discretion under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; clause (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premisesfirst proviso of this Section 21.5, and Lessee shall permit the Lender to be represented in any relieved of its liability for such contest and Tax under Section 21.1(a); provided, however, that (XX) Lessee shall pay all expenses incurred, in so doing, including fees and expenses not be relieved of the Lender’s counsel liability under clause (all X) of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and ▇▇▇▇▇▇▇▇▇▇ ▇▇-600-2C10; MSN 10070 this Section 21.5 to the extent that any such Contested Lien shall be determined adverse Indemnitee’s failure to the Mortgagormeet its obligations did not materially affect Lessee’s indemnification obligation hereunder, or (iiYY) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but Lessee shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment relieved of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph liability under clause (bY) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to pursue a contest and may demand such contest would be reasonably likely to result in a material unindemnified harm to such Indemnitee as determined in such Indemnitee’s reasonable discretion, and (ZZ) Lessee shall not be relieved of liability under clause (Z) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to any compromise or settlement proposal and such exercise was reasonable. In any case described in the immediately preceding sentence, such Indemnitee shall promptly return any amounts previously advanced by Lessee for the payment upon any bond or title indemnity furnished as aforesaidof the Taxes which were the subject of the contest; provided, however, that in a case described in clause (Z) above, such Indemnitee shall be obligated to repay Lessee only to the extent of the excess of the amounts previously advanced by Lessee over the amount of such settlement to which Lessee did not withhold its consent.

Contests. Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor Except as provided in Section 5.3(e), if a Tax Authority assesses, asserts, proposes, recommends or attempts to collect on an NRG Proposed Adjustment, or submits a request for information that reasonably may relate to an NRG Proposed Adjustment or potential NRG Proposed Adjustment, Xcel shall forthwith give provide NRG with prompt notice thereof and NRG shall elect in writing, within ten business days of receipt of notice from Xcel, to contest the NRG Proposed Adjustment or potential NRG Proposed Adjustment in the manner provided in Section 5.3(b) or to agree not to contest the NRG Proposed Adjustment and pay Xcel any Contested Lien amount required to the Lender at the time the same shall be asserted;paid under Section 5.1. (b) The Mortgagor If NRG elects to contest the NRG Proposed Adjustment, NRG shall either pay keep Xcel reasonably informed of the contest and NRG's resolution of the contest shall be binding on Xcel (subject to Section 5.3(h)), the Xcel Affiliated Companies, NRG and the NRG Affiliated Companies, provided that NRG pays Xcel any amount required to be paid under protest Section 5. 1. Without limiting the generality of the foregoing, if NRG elects to contest an NRG Proposed Adjustment, (i) NRG shall assume responsibility for contesting the NRG Proposed Adjustment and settling or deposit litigating it to a Final Determination, all at NRG's sole cost and expense; (ii) Xcel shall take all steps reasonably necessary to authorize NRG to contest the NRG Proposed Adjustment, including executing powers of attorney and promptly delivering to NRG any written materials received by Xcel from any source other than NRG relating to the NRG Proposed Adjustment; (iii) NRG shall provide Xcel with copies of all material documents received from or submitted to the Tax Authority in connection with the Lender contest, including copies of any Final Determination, Form 870 or other documentation relating to resolution of the full contest; (iv) if NRG decides to pay the NRG Proposed Adjustment and ▇▇▇ for a refund, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment; (v) if NRG and the “Lien Amount”Tax Authority enter into an agreement that does not result in a Final Determination, including an agreement on Form 870, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment; and (vi) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided if a Final Determination requires that in lieu of such Xcel make a payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory Tax Authority with respect to the Lender;NRG Proposed Adjustment, NRG, without duplication, shall pay to Xcel the amount required under Section 5.1. (c) The Mortgagor Payments with respect to amounts contested under Section 5.3(b) shall diligently prosecute be made as follows: Xcel and NRG shall agree on the contest of any Contested Lien by appropriate legal proceedings having date on which payment will be made to the effect of staying Tax Authority (the foreclosure or forfeiture of "Payment Date"), NRG shall remit the Premisespayment amount to Xcel no later than two business days before the Payment Date, and Xcel shall permit make payment to the Lender Tax Authority no later than the Payment Date. If the relevant Tax Law or Tax Authority establishes a date by which payment to the Tax Authority must be represented in made, that date shall be the Payment Date. If Xcel receives a refund of an amount paid pursuant to Section 5.3(b), Xcel shall remit the refund amount to NRG, together with any such contest and shall pay all expenses incurredinterest received thereon, in so doing, including fees and expenses within two business days of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand);receipt thereof. (d) The Mortgagor shall pay each such Contested Lien Except as provided in Section 5.3(e), and all Lien Amounts together without regard to whether Xcel obtains a Final Determination with interest and penalties thereon respect to the NRG Proposed Adjustment in issue, if NRG (i) if elects not to contest an NRG Proposed Adjustment, (ii) elects to contest an NRG Proposed Adjustment and fails to the extent that any such Contested Lien shall be determined adverse to the Mortgagorobtain a Final Determination, or (iiiii) forthwith upon demand by fails to give Xcel the Lender ifNRG election notice required under Section 5.3(a), in NRG shall be deemed to have agreed to the opinion NRG Proposed Adjustment and shall pay Xcel any amount required to be paid under Section 5.1 on or before the later to occur of (x) the date Xcel makes payment to the Tax Authority and (y) ten business days after NRG receives notice from Xcel of the Lenderamount required to be paid, along with a computation in sufficient detail to inform NRG of the basis for its payment obligation and notwithstanding any such contestof the manner in which its obligation was computed. (e) Nothing in this Section 5.3 shall prevent NRG from contending that an asserted NRG Proposed Adjustment is not a matter for which NRG is liable under Section 5.1, provided that NRG gives Xcel written notice to that effect no later than fifteen business days after receipt of the Premises Xcel notice described in Section 5.3(a). Any dispute arising under this Section 5.3(e) shall be resolved in jeopardy or accordance with the procedures set forth in danger of being forfeited or foreclosed; provided Section 7.10. If a dispute is resolved in Xcel's favor, NRG shall pay Xcel any amount that if NRG owes under Section 5.1 at the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment time of the Lender to obtain resolution within ten business days of the release and discharge date of such liens; resolution and any other amount expended by owed under Section 5.1 in accordance with the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) other provisions of this Section 5. NRG may not contest an asserted NRG Proposed Adjustment and may demand payment upon also contend that it is not a matter for which NRG is liable under Section 5. (f) If a contest or other resolution of a Tax Item of NRG results in Xcel's receipt of a refund or realization of a Tax Benefit other than a refund, Xcel shall pay the refund or the amount of the other Tax Benefit to NRG within two business days of receipt or realization thereof, together with any bond interest allowed thereon. (g) Sections 5.3(b), (c), (d) and (f), but not Sections 5.3(a) or title indemnity furnished as aforesaid(e), shall apply to the NRG Proposed Adjustments proposed or asserted by a Tax Authority before the date of this Agreement, which adjustments are described on Schedule 5.3 to this Agreement, together with their agreed disposition. (h) Nothing in this Section 5.3 shall waive Xcel's rights under the Settlement Agreement if NRG is in breach of Section 6(e) or 7(c) thereof.

Contests. Notwithstanding anything (a) After the Closing, Buyer shall promptly notify the Seller in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding of Buyer or the Company which, if determined adversely to the contrary herein containedCompany, would be grounds for indemnification under this Agreement. (b) In the case of an audit or administrative or judicial proceeding that relates to taxable periods ending on or before the date of the Closing, the Mortgagor Seller shall have the right at its expense to contest participate in and control the conduct of such audit or proceeding; Buyer also may participate in any such audit or proceeding and, if the Seller does not assume the defense of any such audit or proceeding, Buyer may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding after five days prior written notice to the Seller setting forth the terms and conditions of settlement; provided, however, if Buyer gives notice to Seller of the commencement of any audit or administrative or judicial proceedings and the Seller does not, within twenty (20) business days, after Buyer’s notice is given to Seller, give notice to Buyer or Company, as applicable, of its election to assume the defense thereof, then the Seller shall be bound by appropriate legal proceedings diligently prosecuted any Taxes imposed determination made in such audit or assessed upon the Premises administrative or which may be judicial proceeding or become a lien thereon and any mechanics’, materialmen’s compromise or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event settlement thereof effected by Buyer. The failure of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith Buyer to give reasonably prompt notice of any Contested Lien audit or administrative or judicial proceeding shall not release, waive or otherwise affect Seller’s obligations with respect thereto except to the Lender at extent that the time Seller can demonstrate actual loss as a result of such failure. In the event that issues relating to a potential adjustment are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which Buyer would be liable, Buyer shall be asserted; (b) The Mortgagor shall either pay under protest have the right, at its expense, to control the audit or deposit proceeding with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish respect to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender;latter issues. (c) The Mortgagor With respect to issues relating to a potential adjustment for which both the Seller and Buyer or the Company could be liable, (i) both the Seller and Buyer may participate in the audit or proceeding, and (ii) the audit or proceeding shall diligently prosecute be controlled by that party which would bear the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture burden of the Premisesgreater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods; provided, and however, neither Buyer nor the Seller shall permit the Lender enter into any compromise or agree to be represented in settle any such contest and shall pay all expenses incurred, in so doing, including fees and expenses matter without the written consent of the Lender’s counsel other party, which consent may not be unreasonably withheld. The principle set forth in this Section 6.4(c) also shall govern for purposes of deciding any issue that must be decided jointly (all including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article 6 by Buyer and the Seller; provided, however, neither Buyer nor Seller shall constitute so much additional Indebtedness bearing interest at enter into any compromise or agree to settle any such matter without the Default Rate until paidwritten consent of the other party, and payable upon demand);which consent may not be unreasonably withheld. (d) The Mortgagor With respect to any audit or administrative or judicial proceeding for a taxable period that begins before the Closing Date, neither Buyer nor the Seller shall pay each enter into any compromise or agree to settle any claim pursuant to such Contested Lien audit or proceeding which would adversely affect the other party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent may not be unreasonably withheld. Buyer and all Lien Amounts together with interest the Seller agree to cooperate, and penalties thereon (i) if and Buyer agrees to cause the extent that any such Contested Lien shall be determined adverse Company to the Mortgagor, or (ii) forthwith upon demand by the Lender ifcooperate, in the opinion defense against or compromise of the Lender, and notwithstanding any claim in any such contest, the Premises shall be in jeopardy audit or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidproceeding.

Contests. Notwithstanding anything The Tax Notice shall be given as soon as practicable but no later than ten (10) business days after the Employee receives written notice of such claim describing the nature of such claim and indicating the due date for such claim. The Employee shall not pay such claim until thirty (30) days after delivering the Tax Notice to the contrary herein contained, Company (or such shorter period imposed by the Mortgagor shall have Internal Revenue Service). If the right Company notifies the Employee in writing before the expiration of such period that it desires to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon such claim, then the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only ifEmployee shall: (ai) The Mortgagor shall forthwith give notice of provide any Contested Lien information reasonably requested by the Company relating to the Lender at the time the same shall be assertedsuch claim; (bii) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of contest such Contested Lien, together with such amount claim as the Lender may Company shall reasonably estimate as interest or penalties which might arise during request in writing, including, without limitation, accepting legal representation reasonably selected by the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the LenderCompany; (ciii) The Mortgagor shall diligently prosecute cooperate with the Company in good faith to effectively contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall such claim; and (iv) permit the Lender Company to be represented participate in any proceedings relating to such claim. The Company (x) shall pay all costs and expenses (including additional interest and penalties) related to such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses, (y) shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim, and (z) may, at its sole option, either direct the Employee to pay all expenses incurredthe tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, in so doingwhich case, including fees the Employee shall administratively and expenses judicially prosecute such contest to a determination as the Company shall determine; provided, however, that the Company’s control of the Lender’s counsel (all of contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Agreement and the Employee shall constitute so much additional Indebtedness bearing interest at be entitled to settle or contest, as the Default Rate until paidcase may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If the Company directs the Employee to pay such claim and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and ▇▇▇ for a refund, then the Company shall, to the extent that any permitted by law, advance the amount of such Contested Lien shall be determined adverse payment to the MortgagorEmployee, on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance. The Company shall make any payment in reimbursement of costs and expenses, Excise Tax, income tax, or other amounts due the Employee under this Section 7(c) no later than December 31 of the year following the year in which (x) the taxes that are the subject of the audit are remitted to the taxing authority, or (iiy) forthwith upon demand by the Lender if, in the opinion there is a final and non-appealable settlement or other resolution of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidlitigation.

Contests. Notwithstanding anything (a) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the contrary herein containedClosing Date or for which Purchaser may seek indemnity from Sellers, the Mortgagor Sellers shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed participate in and control the conduct of such audit or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, proceeding but only if: (a) The Mortgagor to the extent that such audit or proceeding relates solely to a potential adjustment for which any Seller has acknowledged liability and the issue underlying the potential adjustment does not recur for any period ending subsequent to the Closing Date. Sellers shall forthwith give notice keep Purchaser fully informed of the progress of any Contested Lien such audit or proceeding and, if it appears in the sole discretion of the Purchaser, that such audit or proceeding may reasonably be expected to adversely affect the Purchaser or KC Machine, the Purchaser also may participate in any such audit or proceeding. If the Sellers do not assume the defense of any such audit or proceeding promptly, the Purchaser may defend and settle the same (for the Sellers’ account and at Sellers’ expense) in such manner as it may deem appropriate. In the event that a potential adjustment as to which the Sellers would be liable is present in the same proceeding as a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the audit or proceeding with respect to the Lender at the time the same shall be asserted;latter potential adjustment. (b) The Mortgagor With respect to a potential adjustment for which any Seller and the Purchaser or KC Machine could be liable, or which involves an issue that recurs for any period ending after the Closing Date (whether or not the subject of audit at such time), (i) both the Purchaser and the Sellers may participate in the audit or proceeding, each at its own expense, and (ii) the audit or proceeding shall either pay under protest or deposit with be controlled by that party which would bear the Lender burden of the full greater portion of the dollar amount (of the “Lien Amount”) of such Contested Lien, together with such amount as the Lender adjustment and any corresponding adjustments that may reasonably estimate as interest or penalties be anticipated for future Tax periods. The principle set forth in the preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in circumstances in which might arise during separate issues are otherwise controlled hereunder by the period of contest; provided that in lieu of such payment Purchaser and the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender;Sellers. (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited Except as provided in paragraph clause (ba) above, neither the Purchaser nor the Sellers shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party, or result in a material benefit to that party, for such year or a subsequent year without the written consent of this Section and the other party, which consent may demand payment upon any bond not be unreasonably withheld or title indemnity furnished as aforesaiddelayed.

Contests. Notwithstanding anything (i) After the Closing, Buyer shall promptly notify Seller in writing of (x) any correspondence from any Tax authority relating to any Tax Return filed by Seller pursuant to Section 6.11(b)(i) or by Buyer pursuant to Section 6.11(b)(ii) and (y) any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding involving Company or any of its Subsidiaries (clauses (x) and (y) together, a “Tax Contest”) which, if determined adversely to the contrary herein containedtaxpayer, would be grounds for indemnification by Seller (including any payment under Section 6.11(c)). (ii) In the Mortgagor case of a Tax Contest that relates to a Pre-Closing Period, Seller shall have the right at its expense to contest control the conduct of such Tax Contest; provided that (x) Seller shall indemnify the Company or any of its Subsidiaries in respect of all third-party costs and expenses incurred by appropriate legal proceedings diligently prosecuted such Company or any Taxes imposed such Subsidiary at Seller’s request in connection with such Tax Contest, (y) Seller shall keep Buyer informed of all material progress (and shall send Buyer copies of all material correspondence relating thereto) of the Tax Contest and (z) Seller shall not enter into any compromise or assessed upon agree to settle any claim pursuant to such Tax Contest with respect to any issue that recurs for any Straddle Period or Post-Closing Period or any item resulting in a reciprocal adjustment to any Straddle Period or Post-Closing Period without the Premises prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer also may participate at its own expense in any such Tax Contest and, if Seller does not notify Buyer in writing within 30 days of receiving notice of such Tax Contest pursuant to Section 6.11(f)(i) hereof of its intent to assume the defense of such Tax Contest, Buyer may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Tax Contest after giving five days’ prior written notice to Seller setting forth the terms and conditions of settlement. (iii) In the case of a Tax Contest that relates to a Straddle Period, (x) each of Seller and Buyer may participate in the Tax Contest, and (y) the Tax Contest shall be controlled by that party which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon would bear the Premises burden of the greater portion of the adjustment (each, a the “Contested LienControlling Party”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: ; provided that (a) The Mortgagor the Controlling Party shall forthwith give notice indemnify the Company or any Subsidiary in respect of all third-party costs and expenses incurred by the Company or any Contested Lien to the Lender such Subsidiary at the time the same shall be asserted; Controlling Party’s request in connection with such Tax Contest, (b) The Mortgagor the Controlling Party shall either pay under protest or deposit with keep the Lender the full amount other party informed of all material progress (the “Lien Amount”and shall send such party copies of all material correspondence relating thereto) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount Tax Contest and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor if Seller is the Controlling Party, Seller shall diligently prosecute not enter into any compromise or agree to settle any claim pursuant to such Tax Contest with respect to any issue that recurs for any Straddle Period or Post-Closing Period or any item resulting in a reciprocal adjustment to any Straddle Period or Post-Closing Period without the contest prior written consent of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel Buyer (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but consent shall not be required tounreasonably withheld, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary conditioned or delayed). The principle set forth in the judgment clause (y) of the Lender preceding sentence also shall govern for purposes of deciding any issue that must be decided (iv) In the case of a Tax Contest that relates to obtain a Post-Closing Period, Buyer shall have the release and discharge right at its expense to control the conduct of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited Tax Contest. (v) Except as provided in paragraph (bii) above, neither Buyer nor Seller shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest which would adversely affect the other party for such year or a subsequent year, or which would result in a payment under Section 6.11(d), without the written consent of this Section the other party, which consent may not be unreasonably withheld. Buyer and may demand payment upon Seller agree to cooperate, and Buyer agrees to cause the Company and any bond of its Subsidiaries to cooperate, in the defense against or title indemnity furnished as aforesaidcompromise of any claim in any Tax Contest.

Contests. Notwithstanding anything to the contrary herein containedMortgagor may contest, by any and all appropriate administrative, trial or appellate proceedings, or any combination thereof, and in Mortgagee’s name, if required by law, the amount, validity, enforceability or application of any Imposition that Mortgagor shall have is required to pay or perform to any person or entity other than Mortgagee by any provision of this Mortgage or the right other Loan Documents if and only for so long as: (i) Mortgagor notifies Mortgagee in writing of its intent to contest by appropriate legal proceedings diligently prosecuted the Imposition; (ii) such contest suspends the collection or enforcement of the item(s) contested; (iii) no part of the Collateral will be subject to loss, sale or forfeiture before final determination of any Taxes imposed or assessed upon the Premises or which such contest; (iv) neither Mortgagor nor Mortgagee will be subject to any criminal liability; (v) Mortgagor furnishes such security as may be or become a lien thereon required by law in connection with each such contest; (vi) the value, usefulness and marketability of the Collateral will not be adversely impaired by any mechanics’such contest; (vii) Mortgagor otherwise continues to pay and perform, materialmenas the case may be, the Debt and Mortgagor’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default obligations under this Mortgage; (viii) Mortgagor otherwise is not in default under any provision of the Loan Documents; (ix) each such contest is continuously prosecuted diligently to final determination; (x) Mortgagor pays or causes to be paid, ifand defends, but only if: indemnifies and holds Mortgagee harmless of and from any and all losses, judgments, decrees and costs (aincluding all reasonable attorneys’ fees) The Mortgagor shall forthwith give notice incurred in connection with each such contest; (xi) Mortgagor, promptly following final determination of any Contested Lien each such contest, fully pays and discharges all amounts that may be levied, assessed, charged, imposed or otherwise determined to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lienpayable, together with all penalties, fines, interests, costs and expenses, and otherwise complies with such amount as final determination, at Mortgagor’s sole cost and expense; and (xii) such liens are not filed against the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish Mortgaged Property pursuant to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture Law of the PremisesState of New York, in which event such liens must be discharged or deferred to bond pursuant to Paragraph 6 above before Mortgagor contests such liens. So long as Mortgagor complies with the foregoing and shall permit the Lender to be represented in any such contest Mortgagee is promptly reimbursed for all costs and shall pay all expenses incurred, Mortgagee will cooperate with Mortgagor in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together connection with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaid.

Contests. (i) Seller and Buyer shall notify the other Party in writing within ten (10) Business Days or such shorter period as may be required thereby of receipt by it or any of its Affiliates of written notice of any pending or threatened Tax examination, audit or other administrative or judicial proceeding (a “Tax Contest”) that could reasonably be expected to result in an indemnification obligation of such other Party pursuant to this Agreement and such timely notice shall specify in reasonable detail the basis for any claim included therein and shall include a copy of the relevant portion of any correspondence received from the taxing authority. If the recipient of such notice of a Tax Contest fails to provide such timely notice to such other Party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest, but only to the extent, if any, that such failure or delay shall have adversely affected the indemnifying Party’s ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim, or demand for which the indemnified Party is entitled to indemnification hereunder, and the indemnifying Party’s indemnity obligations shall be reduced to the extent of any Tax or other liability incurred as a result of the delay or failure to receive such timely notice. (ii) If a Tax Contest relates to any Taxes for which Seller is liable in full hereunder, Seller shall at its expense control the defense and settlement of such Tax Contest. If such Tax Contest relates to any Taxes for which Buyer is liable in full hereunder, Buyer shall at its own expense control the defense and settlement of such Tax Contest. The Party not in control of the defense shall have the right to observe the conduct of any Tax Contest at its expense, including through its own counsel and other professional experts. Buyer and Seller shall jointly represent the Target Entities in any Tax Contest relating to Taxes for which both are liable hereunder, and fees and expenses related to such representation shall be paid equally by Buyer and Seller. (iii) Notwithstanding anything to the contrary herein contained, the Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”in Section 6.9(c)(ii), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice of any Contested Lien to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that an issue raised in any such Contested Lien Tax Contest controlled by one Party or jointly controlled could materially affect the liability for Taxes of the other Party, the controlling Party shall be determined adverse to the Mortgagornot, or (ii) forthwith upon demand by the Lender if, and neither Party in the opinion case of joint control shall, enter into a final settlement without the consent of the Lenderother Party, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but which consent shall not be required tounreasonably withheld. Where a Party reasonably withholds its consent to any final settlement, pay all such Contested Liens that Party may continue or initiate further proceedings, at its own expense, and Lien Amounts the liability of the Party that wished to settle (as between the consenting and interest the non-consenting Party) shall not exceed the liability that would have resulted from the proposed final settlement including interest, additions to Tax, and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest that have accrued at the Default Rate until paidthat time, and payable upon demand; and provided further the non-consenting Party shall indemnify the consenting Party for any liability in excess of liability that would have resulted from the Lender may in such case use and apply monies deposited as provided in paragraph (b) of this Section and may demand payment upon any bond or title indemnity furnished as aforesaidproposed final settlement.

Contests. Notwithstanding anything (i) In General (1) Except as provided in (ii) below, if a written claim shall be made against and received by any Lender for any Tax for which Borrower is obligated to indemnify pursuant to this Section 2.7, such Lender shall notify Borrower in writing of such claim within 30 days after its receipt, and shall provide Borrower such information regarding such claim as Borrower may reasonably request; provided, however, that the failure to provide such notice within such 30 days shall not release Borrower from any of its obligations to indemnify under this Section 2.7 unless, and only to the contrary herein containedextent that, such failure has a material adverse effect on the conduct of such contest. To the extent permitted under applicable law, such Lender will not make any payments with respect to such claim for at least 30 days after giving notice of such claim to Borrower. (2) If requested by Borrower in writing within 30 days after its receipt of such notice, such Lender shall, at the expense of Borrower and subject to subsection (3) below, contest the validity, applicability or amount of such Taxes by, in the case of a “Lender-Controlled Contest” (which shall mean any contest other than a Borrower-Controlled Contest (as defined below)), in such Lender’s sole discretion or, in the case of a “Borrower-Controlled Contest” (which shall mean any contest which such Lender agrees in its sole discretion to allow Borrower to control or involving only Taxes with respect to which participation by neither the Lender Loan Agreement (2013) NYDOCS01/1266448.20 nor any Affiliate of the Lender is required (it being understood that any contest involving Taxes in the nature of Income Taxes or any contest conducted in the name of such Lender is a contest requiring the participation of such Lender) and no tax return of the Lender or any of its Affiliates is held open with respect to which any Lender may reasonably be viewed as having an actual or potential material liability for Taxes not indemnified against by Borrower), in Borrower’s sole discretion, resisting payment thereof if practicable, not paying such Tax except under protest, if protest is necessary and proper, if payment of such Tax is made, using reasonable efforts to obtain a refund thereof, in appropriate administrative and judicial proceedings, and in the case of a Lender-Controlled Contest, considering in good faith any other reasonable action as Borrower and Borrower’s counsel may reasonably request. Each Lender shall consult in good faith with Borrower and Borrower’s counsel concerning the forum in which the contest is most likely to be favorably resolved and whether such contest shall be by (x) resisting payment of such Tax, (y) paying such Tax under protest or (z) paying such Tax and seeking a refund or other repayment thereof. In the case of a Lender-Controlled Contest, such Lender shall (i) keep Borrower reasonably informed regarding the progress of such contest, and (ii) consult with Borrower in good faith regarding the manner of contesting such claim, provided, however, that the Lender shall have ultimate control over such contest and its decisions with respect to such contest shall be conclusive and binding. If requested to do so by Borrower, the Mortgagor Lender shall appeal any adverse administrative or judicial decision, provided, however, that in no event shall a Brazilian Government Lender be required to pursue any contest or appeal and each Brazilian Government Lender shall have the right to settle or compromise a contest that it is otherwise required to pursue pursuant to this Section 2.7(j) if, in its reasonable judgment, such contest or appeal would be likely to result in adverse consequences to Lender or its Affiliates (including the federal government of Brazil). If a Brazilian Government Lender does not pursue a contest or an appeal and/or exercises its right to settle or compromise a contest by appropriate legal proceedings diligently prosecuted reason of the exercise of its judgment as provided above, as of the date the Lender exercises its right not to pursue such contest or appeal, with respect to Taxes imposed after such date Borrower shall be relieved of its tax indemnity obligations to such Lender under the Operative Agreements with respect to such Taxes (and any Taxes imposed or assessed upon the Premises or which may be or become after such date as a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (each, a “Contested Lien”), and no Contested Lien shall constitute an Event of Default under this Mortgage, if, but only if: (a) The Mortgagor shall forthwith give notice result of any Contested Lien similar or logically related claims under any other Loan pursuant to the Lender at the time the same shall be asserted; (b) The Mortgagor shall either pay under protest or deposit with the Lender the full amount (the “Lien Amount”) of such Contested Lien, together with such amount as the Lender may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment the Mortgagor may furnish to the Lender a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to the Lender; (c) The Mortgagor shall diligently prosecute Funding Agreement unless the contest of any Contested Lien such Taxes or claims is not precluded by appropriate legal proceedings having the effect of staying the foreclosure such election not to contest or forfeiture of the Premisesappeal or by such settlement, and shall permit such Lender agrees to contest such Taxes or claims in accordance with the Lender to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of the Lender’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); (d) The Mortgagor shall pay each such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to the Mortgagor, or (ii) forthwith upon demand by the Lender if, in the opinion of the Lender, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if the Mortgagor shall fail so to do, the Lender may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Lender to obtain the release and discharge of such liens; and any amount expended by the Lender in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that the Lender may in such case use and apply monies deposited as provided in paragraph (b) provisions of this Section 2.7(i) that apply to Lenders that are not Brazilian Government Lenders) and may demand payment such Lender shall promptly (upon the approval of the Central Bank of Brazil, if such approval is required, which approval such Lender will use reasonable efforts to secure) pay to Borrower an amount equal to any bond or title indemnity furnished as aforesaidfunds advanced by Borrower pursuant to clause (C) of Section 2.7(j)(i)(3) with respect to such contest.