Common use of Right to Contest Clause in Contracts

Right to Contest. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord that taxes and assessments have been timely paid by Tenant. Tenant shall make arrangements with the county assessor or other tax collector with respect to each Property to have bills for Real Estate Taxes sent directly to Tenant. In the event Landlord receives a Real Estate Tax ▇▇▇▇, Landlord shall endeavor to forward said ▇▇▇▇ to Tenant within five (5) Business Days of Landlord’s receipt thereof but failure of Landlord to deliver any such ▇▇▇▇ shall in no way reduce or diminish Tenant’s obligations to pay such Real Estate Taxes or other taxes, charges and assessments contemplated by this Lease or render Landlord liable to Tenant in any regard. Tenant may, at its own expense, after notice contest or cause to Landlord, may contestbe contested, by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing or occurs at any time during the pendency of such contest (in which event Tenant shall pay all contested taxes in full together with all interest and penalties then due); (iii) if an adverse decision and to the extent required by the applicable taxing authority or applicable Legal Requirements, Tenant pays all or such contested taxes that are required to be paid as a condition to contesting such taxes and posts a bond or takes other steps acceptable to such taxing authority that removes such lien or stays enforcement thereof; (iv) Tenant shall promptly provide Landlord with copies of all notices received or delivered by Tenant and filings made by Tenant in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Tenant to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Landlord shall at the failure to pay any judgment resulting from such adverse decision could result request of Tenant, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. but Landlord shall be deemed subject to prosecution for a crime if Landlord incur no cost or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantTenant shall have the right, at its sole expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently and in good faith, the amount or validity or applicability of any Applicable LawsProperty Taxes required to be paid by Tenant under this Section, provided that: (a) that Landlord shall not be subject to any civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, liability by reason of non-compliance Tenant's exercise of its rights hereunder and either: (A) all such Property Taxes are paid when due or otherwise by reason of (B) the enforcement thereof against the Landlord and the Premises are legally stayed. If Tenant has the right to pursue an abatement under Massachusetts General Laws Chapter 59 Section 59, and if Tenant elects in its sole discretion to pursue such contest; (b) if abatement, it shall do so in its own name. If Tenant in its sole discretion elects to pursue an adverse decision in such abatement proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premisescontest Property Taxes, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord(x) pay as Additional Rent all interest, or penalties and other deposit or security charges incurred in each case in form, substance and amount reasonably satisfactory to Landlord, connection therewith and shall indemnify Landlord against the cost of such compliance and liability resulting from for any loss or costs incurred in connection therewith, (y) provide Landlord with at least fifteen (15) days notice of a proposed discontinuance to give Landlord time to assume the prosecution of the abatement if Landlord so elects in its sole discretion, and (z) not settle any such contest or non-compliance (including proceedings in each case without the costs and expenses in connection with such contest; (c) consent of Landlord, not to be unreasonably withheld. Tenant shall keep be free in its sole discretion to elect to discontinue an abatement proceeding so long as Landlord regularly advised as will not be exposed to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penaltieslate fees, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited other penalties or if Landlord is in danger of being subject to other criminal liability or penalty, or civil liability. Tenant's obligations under this Section are conditioned on the timely payment of relevant property tax reimbursements by Konarka Technologies or its assignee and Landlord under the terms of their respective Energy Services Agreements. Tenant shall use diligent efforts to collect property taxes and all other amounts owed under the Konarka ESA and to enforce the Konarka ESA. If Tenant fails to do so, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn then upon ten (10) Business Days before such party is required days prior written notice to plead or answer theretoTenant, Landlord may enforce and collect amounts due under the Konarka ESA.

Right to Contest. TenantNotwithstanding anything to the contrary in this Agreement, FirstWorld shall have the right to contest, at its sole expense, after notice to Landlord, may contest, by appropriate legal proceedings prosecuted diligently and conducted in good faith, the amount or validity or applicability of any Applicable LawsImposition or other tax or fee and the valuation, provided that: assessment or reassessment (awhether proposed or final) Landlord shall not be subject to civil or criminal penalty or to prosecution of the Leased Premises for a crime, nor shall purposes of real estate and personal property taxes. FirstWorld may defer payment of the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or contested amount pending the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement outcome of such contest, Tenant provided that such deferral does not subject the Leased Premises or the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall furnish not be required to Landlord join in any such contest proceedings unless such proceedings must be brought in the bond name of a surety company reasonably satisfactory Irvine, provided however, that Irvine shall have the right to Landlordparticipate in any such proceedings to the extent it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred liabilities in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoImposition.

Right to Contest. TenantNotwithstanding anything to the contrary in this Agreement, FirstWorld shall have the right to contest, at its sole expense, after notice to Landlord, may contest, by appropriate legal proceedings prosecuted diligently and conducted in good faith, the amount or validity or applicability of any Applicable LawsImposition or other tax or fee and the valuation, provided that: assessment or reassessment (awhether proposed or final) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises of FirstWorld's property or any part thereof be subject to being condemned or vacated, by reason Conduit for purposes of non-compliance or otherwise by reason real and personal property taxes. FirstWorld may defer payment of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in contested amount pending the imposition of any lien against the Premises, then before the commencement outcome of such contest, Tenant provided that such deferral does not subject any portion of the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall furnish not be required to Landlord join in any such contest proceedings unless such proceedings must be brought in the bond name of a surety company reasonably satisfactory Irvine, provided however, that Irvine shall have the right to Landlordparticipate in any such proceedings to the extent it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred liabilities in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoImposition.

Right to Contest. Tenant, at its expense, after notice to Landlord, Tenant may contest, contest in good faith by appropriate proceedings prosecuted diligently and in good faithat its own expense any Taxes provided that Tenant shall first have paid such Taxes or, if the validity or applicability of any Applicable Laws, provided that: (a) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason payment of such contest; (b) if an adverse decision in such proceeding or Taxes is to be postponed during the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to have furnished Landlord the with a bond of a surety company reasonably satisfactory to LandlordLandlord in an amount equal to, or other shall have deposited with any bank or trust company of Landlord’s selection in the State wherein the Premises are located to hold such deposit and apply the same as hereinafter provided, the amount of the Taxes so contested, together with such additional sums as may reasonably be required to pay interest or security in each case in formpenalties accrued or to accrue on any such Taxes. Nothing contained herein, substance however, shall release Tenant of the obligation to pay and amount reasonably satisfactory to Landlorddischarge contested Taxes as finally adjudicated, with interest and penalties, and shall indemnify Landlord against the cost of all other charges directed to be paid in or by any such compliance and liability resulting from or incurred in connection with adjudication. Any such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), legal proceeding shall be at begun by Tenant as soon as reasonably possible after the sole cost imposition of any contested Taxes and shall be paid by Tenantprosecuted to final adjudication with all reasonable promptness and dispatch; (1) promptly after disposition provided, however, that Tenant may in its discretion consolidate any proceeding to obtain a reduction in the assessed valuation of the contestPremises for tax purposes relating to any tax year with any similar proceeding or proceedings relating to one or more other tax years. Notwithstanding anything contained herein to the contrary, Tenant shall comply with pay all such Applicable Laws to contested items before the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with time when the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord Premises or any part thereof might be forfeited as a result of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretononpayment.

Right to Contest. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Landlord Tenant shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure required to pay any judgment resulting from such adverse decision could result in the imposition of Real Estate Taxes or any lien against the Premises, then before the commencement of such contest, other taxes for which Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof is liable hereunder (including, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 6.5) (including penalties and interest), so long as (i) Tenant shall contest the cost same or the validity thereof by appropriate legal proceedings in such a manner to prevent the tax sale of complying any portion of the Premises and (ii) the position to be taken by Tenant pursuant to such contest would have a realistic possibility of success if litigated. For purposes of this Lease, Tenant may conclusively establish that a position to be taken in a contest would have a realistic possibility of success if litigated by providing to Landlord a letter from counsel stating an opinion to such effect. In the event of any such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and discharge the amounts determined to be due in accordance therewith and paying all interestwith the provisions of this Lease, together with any penalties, fines, liabilitiesinterest, fees costs and expenses in connection therewith), shall be at the sole cost of and shall be paid by that may have accrued thereon or that may have resulted from Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such 's contest. Landlord Tenant also shall have a right to contest any taxes for which it is liable hereunder, but with regard to which the position to be deemed subject taken pursuant to prosecution for such contest would not have a crime realistic possibility of success if Landlord or any of its respective officerslitigated, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless provided that Tenant pays such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.taxes on or

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord that taxes and assessments have been timely paid by Tenant. In the event Landlord receives a tax ▇▇▇▇, Landlord shall use commercially reasonable efforts to forward said ▇▇▇▇ to Tenant within thirty (30) days of Landlord’s receipt thereof. Tenant may, at its own expense, after notice contest or cause to Landlord, may contest, be contested by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above-described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Property nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority or Landlord, Tenant posts a bond or takes other steps acceptable to such taxing authority that removes such lien or stays enforcement thereof or, in the event the applicable taxing authority has not received payment of the contested taxes or required posting of a bond, Tenant provides Landlord a deposit or reasonably acceptable financial instrument as collateral for the payment of the disputed taxes and assessments if required by Landlord; (iv) each Tenant and Landlord shall promptly provide the other with copies of all notices received or delivered by to either party and filings made by Tenant in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Tenant to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Landlord shall at the failure to pay any judgment resulting from such adverse decision could result request of Tenant, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance proceedings, but Landlord shall incur no material cost or obligation thereby. Nothing contained herein shall limit or restrict Landlord from contesting (including the costs and expenses in connection or controlling, with such contest; (ccounsel of its own choosing, any contestation of) Tenant shall keep Landlord regularly advised as any real estate tax or assessment matter pertaining to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or Property if Landlord is in danger of being subject so elects (but without any obligation to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretodo so).

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $50,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority, Lessee posts a bond or takes other steps acceptable to such taxing authority that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantAfter prior written notice to Lender, Borrower shall have the right, at its sole expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted legal proceedings, promptly initiated and diligently and conducted in good faith, the validity validity, amount or applicability application, in whole or in part, of any Applicable Lawsof the Taxes or Other Charges, provided that: : (a) Landlord if any Event of Default exists, at Lender’s option, Lender shall not be subject have the right to civil or criminal penalty or to control the prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; contest directly or through Borrower; (b) either (i) Borrower shall have satisfied the requirements of the applicable laws, rules, regulations or agreements governing such contest with respect to payment of the contest amount or escrowing or otherwise securing the payment of the contested amount (i.e., if an adverse decision in the contested item must be paid to avoid a default or lien, then such payment must be made) or (ii) such proceeding or shall suspend the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition collection of the Applicable Laws so contested; (e) such contest, contested Taxes or Other Charges from Borrower and any disposition thereof (including, without limitation, from the cost of complying therewith Property and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition no portion of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, Property or part thereof, interest therein shall be in danger of being forfeited sold, forfeited, terminated, canceled or lost; (c) such contest is not reasonably likely to result in the sale, forfeiture or material impairment of the Property or the Borrower’s or Lender’s interests therein; and (d) if Landlord the contested amount is not already escrowed for under this Deed of Trust, Borrower shall have furnished such security as may be required in danger of being subject the proceeding or reasonably required by Lender to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime insure the payment of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required Taxes or Other Charges, together with all interest and penalties thereon or, if not required, Borrower shall have set aside adequate reserves for the payment of the Taxes or Other Charges, together with all interest and penalties thereon. Upon completion of any contest, Borrower shall pay when due any amount due, and deliver to plead or answer theretoLender proof of the completion of the contest and payment of the amount due, whereupon Lender shall return any security deposited with Lender. Borrower shall deliver copies of all notices relating to any Taxes and Other Charges covered by this Article IV to Lender.

Right to Contest. Tenant shall not be required to pay any Real Estate Taxes or any other taxes for which Tenant is liable hereunder (including, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 19.1) (including penalties and interest), so long as (i) Tenant shall contest the same or the validity thereof by appropriate legal proceedings in such a manner to prevent the tax sale of any portion of the Premises and (ii) the position to be taken by Tenant pursuant to such contest would have a realistic possibility of success if litigated. For purposes of this Lease, Tenant may conclusively establish that a position to be taken in a contest would have a realistic possibility of success if litigated by providing to Landlord a letter from counsel stating an opinion to such effect. In the event of any such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and discharge the amounts determined to be due in accordance therewith and with the provisions of this Lease, together with any penalties, fines, interest, costs and expenses that may have accrued thereon or that may have resulted from Tenant's contest. Tenant also shall have a right to contest any taxes for which it is liable hereunder, but with regard to which the position to be taken pursuant to such contest would not have a realistic possibility of success if litigated, provided that Tenant pays such taxes on or prior to the date upon which such taxes are asserted to be due by the relevant governmental authority. Notwithstanding the foregoing provisions of this Section 6.3, Tenant shall have an unconditional right to contest (without prior payment) any taxes imposed by law upon Tenant rather than upon Landlord. Tenant's decision to pay any taxes prior to contesting its or another party's underlying liability therefore shall not be deemed to imply or suggest that the position to be taken in such contest would not have a realistic possibility of success if litigated. Landlord shall cooperate fully with Tenant in connection with the exercise of Tenant's right of contest contained herein, and in the event that applicable law shall require that Landlord, rather than Tenant, at its expense, after notice to Landlord, may pursue legal proceedings for such contest, by appropriate proceedings prosecuted diligently Landlord will initiate and pursue such contest upon Tenant's request and in good faithaccordance with Tenant's instructions (including, without limitation, Tenant's instructions as to the validity selection of legal counsel and matters of strategy or applicability of any Applicable Lawssettlement); provided, provided that: (a) however, that Landlord shall not be subject to civil or criminal penalty or to prosecution any liability for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition payment of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, costs or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) any such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contestproceedings, and Tenant will indemnify and save harmless Landlord from any disposition thereof such costs and expenses (including, without limitation, the cost reasonable attorneys' fees, costs of complying therewith court and appraisal costs), reimbursing Landlord therefor upon demand (or paying all interest, penalties, fines, liabilities, fees such costs and expenses in connection therewithdirectly when due, all as directed by Landlord), . Tenant shall be at the sole cost entitled to any refund of any taxes and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws penalties or interest from any governmental authority to the extent determined the refund represents monies paid to the governmental authority by such contest; Tenant or paid by Landlord and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoreimbursed by Tenant.

Right to Contest. TenantAfter prior Notice to Landlord, Tenant may contest (including through abatement proceedings), at its sole expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently legal proceedings, promptly initiated and conducted in good faithfaith and with due diligence to a final settlement or conclusion, the amount or validity or applicability application of any Applicable LawsTaxes, provided that: Liens, and/or any Legal Requirement affecting the Leased Property, and postpone payment of or compliance with the same during the pendency of such contest if (a) the commencement and continuation of such proceedings shall suspend the collection thereof from, and suspend the enforcement thereof against Landlord and the Leased Property, (b) no part or interest of the Leased Property, nor any Basic Rent or Additional Rent or this Lease shall not be subject to interfered with or shall be in danger of being sold, forfeited, attached, terminated, cancelled or lost, (c) at no time during the permitted contest shall there be a risk of the imposition of civil or criminal liability or penalty or on Landlord for failure to prosecution for a crimecomply therewith, nor and (d) Tenant shall the Premises or satisfy any part thereof be subject Legal Requirements incident to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) , including, if an adverse decision required, that the Taxes be paid in such proceeding full or a Lien be bonded with the applicable court before being contested. Tenant shall promptly pay any judgments or decrees entered against Tenant or the failure to pay any judgment resulting from Leased Property, and all fees or expenses incurred by Tenant in connection with such adverse decision could result in contest. Promptly after the imposition of any lien against the Premises, then before the commencement final determination of such contest, Tenant shall furnish fully pay and discharge any amounts which shall be levied, assessed, charged or imposed or be determined to Landlord the bond of a surety company reasonably satisfactory to be payable therein or in connection therewith, whether technically assessed against Tenant or Landlord, or other deposit or security in each case in formtogether with any penalties, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penaltiescosts, fines, liabilitiesinterest, fees and expenses thereof or in connection therewith), and Tenant shall perform all acts the performance of which shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition ordered or decreed because of the final determination of such contest, Tenant which obligations shall comply with such Applicable Laws to survive the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with end of the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoTerm.

Right to Contest. TenantFrom and after the Commencement Date, Tenant shall have the right, at its own cost and expense, after notice to Landlordcontest the amount or validity, may contestin whole or in part, of any Imposition by appropriate proceedings prosecuted diligently and conducted in good faith, but only after payment of such Imposition or reserves set aside for the validity same, unless such payment, or applicability a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of any Applicable Lawsthis Section 4.5, provided that: Tenant may postpone or defer payment of such Imposition if (ai) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall neither the Premises or nor any part portion thereof be subject to being condemned or vacatedwould, by reason of non-compliance such postponement or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premisesdeferment, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or lost, and (ii) if Tenant has assigned this Lease other than to an affiliate under common Control (as that term is defined below) with Tenant, Tenant or its assignee shall have deposited with Landlord is in danger an escrow account cash payable to Landlord in the amount of being the Imposition so contested and unpaid, together with all interest and penalties which may accrue in Landlord's reasonable judgment in connection therewith, and all charges that may or might be assessed against or become a charge on the Premises or any portion thereof during the pendency of such proceedings, or such other form of security reasonably satisfactory to Landlord. Tenant shall have the right, subject to criminal Landlord's approval, not to be unreasonably withheld, delayed or conditioned, to select the counsel to be retained in connection with the prosecution of any such proceedings. If, during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem in good faith that the amount deposited, if any, as aforesaid, is insufficient, Tenant shall, upon demand of Landlord, make additional deposits of such additional sums of money as Landlord may reasonably request. Upon failure of Tenant to make such additional deposits, the amount theretofore deposited, together with sums deposited in the Tax Account, may be applied by Landlord to the payment, removal and discharge of such Imposition and any interest, fines and penalties incurred or imposed in connection therewith, and any costs, fees (including reasonable attorneys' fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or penaltypart thereof, if any, 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, including reasonable attorneys' fees, interest, penalties, fines and other liability incurred or civil liabilityimposed in connection therewith, and upon such payment Landlord shall return all amounts deposited with it with respect to the contest of such Imposition, as aforesaid, or, at the written direction of Tenant, Landlord shall make such payment out of the funds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Landlord shall not be required to join in any proceedings referred to in this Section 4.5 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require, including, without limitation, representation by legal counsel of its choice. Landlord shall not ultimately be subject to any liability for the payment of any fees, including attorneys' fees, costs and expenses incurred or imposed in connection with such proceedings. Tenant agrees to pay all such fees (including reasonable attorneys' fees), costs and expenses, or, on demand, to make reimbursement to Landlord for such payment. Subject to the foregoing, Landlord agrees to cooperate with Tenant, at no material out-of-pocket expense to Landlord, in connection with such contest. Landlord shall be deemed subject any efforts by Tenant to prosecution for a crime if Landlord obtain any available abatements, reductions, rebates, reassessments of valuation or any of its respective officers, directors, partners, shareholders, agents or employees is charged other relief with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required respect to plead or answer theretothe Impositions.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by ▇▇▇▇▇▇. In the event ▇▇▇▇▇▇ receives a tax bill, Lessor shall forward said bill to Lessee within fifteen (15) days of ▇▇▇▇▇▇’s receipt thereof; provided, however, ▇▇▇▇▇▇’s failure to forward said bill shall not constitute a default by Lessor under this Lease. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above-described item or lien with respect thereto or the validity or applicability assessed valuation of any Applicable Lawsof the Properties, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by ▇▇▇▇▇▇ and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall, at the failure to pay any judgment resulting from such adverse decision could result request of ▇▇▇▇▇▇, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by ▇▇▇▇▇▇. In the event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within fifteen (15) days of ▇▇▇▇▇▇’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above-described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of ▇▇▇▇▇▇, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantLicensee will not be required under this Multimedia Program Agreement to pay, discharge, or remove any taxes imposed under current or subsequent law upon the Space, Licensee’s improvements to the Space, Licensee's personal property located in the Space, or UTEP's interest in the Space so long as Licensee is contesting the amount or validity thereof by appropriate proceeding which will operate to prevent or stay the collection of the amount so contested. Licensee hereby agrees to indemnify and save University harmless from all liability for damages occasioned by Licensee’s contesting of such taxes and will, in the event of a judgment of foreclosure on any lien arising in respect to such contested amounts, cause the same to be discharged and removed prior to the execution of such judgment, provided, however, Licensee will not be required to cause such lien to be discharged and removed to the extent that such lien applies to property other than the Space, Licensee's improvements to the Space, Licensee's personal property located in the Space, and UTEP's interest in the Space. UTEP will cooperate with Licensee in completing such a tax contest and will have no right to pay the amount contested during the contest; provided, however, that UTEP will have the right, at its any time, to pay all or any portion of the taxes imposed upon UTEP's interest in the Space. If Licensee is contesting taxes imposed upon UTEP's interest in the Space, and UTEP pays any portion of those taxes during the pendency of that contest, then Licensee will have no obligation under this Multimedia Program Agreement to reimburse UTEP for the amount of the contested taxes so paid by UTEP. Upon termination of such a tax contest proceeding, Licensee will deliver to UTEP proof of the amount due as finally determined and proof of payment thereof. UTEP, at Licensee’s expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and will join in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or such tax contest proceeding if any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the law will so require. All costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as of any contest of any tax undertaken by Licensee pursuant to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall this Section will be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLicensee.

Right to Contest. TenantAfter prior written notice to Lender, Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges, provided that: (ai) Landlord shall no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject to civil and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender cash (or criminal penalty or to prosecution for a crimeother security as may be approved, nor shall the Premises or any part thereof be subject to being condemned or vacatedin writing, by reason Lender) in an amount Lender deems sufficient to insure the payment of nonany such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-compliance five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or otherwise Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by reason Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such contest; (b) if an adverse decision in such proceeding or claimant is established, and, to the failure extent the security posted by Borrower with Lender is insufficient to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and full amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof due (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewithany penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the sole cost Default Rate until paid in full and payment of and such amounts shall be paid secured by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws Security Instrument and other collateral given to secure the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLoan.

Right to Contest. TenantIf requested by Lessor, within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred which is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor's receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee's determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above-described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys' fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantThe Borrower Parties shall have the right to contest the amount or validity of any Imposition, at its expenseLegal Requirement, after notice Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to Landlord, may contestthe Properties, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending the Borrower Parties’ obligation to pay any Claims as finally determined, (b) no part of the affected Property shall be in any immediate danger of sale, forfeiture, attachment or loss, and (c) the Borrower Parties shall indemnify and hold harmless Lender from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by the Lender in connection therewith or as a result thereof. Lender agrees to join in any such proceedings if required legally to prosecute such contest, provided that Lender shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless the applicable Borrower Party agrees by agreement in form and substance reasonably satisfactory to Lender, to assume and indemnify Lender with respect to the same. The Borrower Parties shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by such Guarantor or paid by Lender to the extent that Lender has been fully reimbursed by such Guarantor. If the Borrower Parties shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, the validity or applicability of any Applicable LawsLender may, provided that: upon reasonable notice to such Guarantor (a) Landlord which notice shall not be subject to civil or criminal penalty or to prosecution for a crimerequired if Lender shall reasonably determine that the same is not practicable), nor shall the Premises or any part thereof be subject to being condemned or vacatedpay such charges, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance together with interest and amount reasonably satisfactory to Landlordpenalties due with respect thereto, and the Borrower Parties shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised reimburse Lender therefor, upon demand, as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoAdditional Charges.

Right to Contest. TenantWithin five (5) Business Days of the date by which each tax and assessment payment is required by this Section 5.01 to be paid, Lessee shall provide Lessor with receipts or other evidence reasonably satisfactory to Lessor that each tax and assessment has been timely paid by L▇▇▇▇▇. In the event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within five (5) Business Days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given prior to contesting any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor or Lessor’s lender, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor or Lessor’s lender that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all material notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of L▇▇▇▇▇, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantAfter prior written notice to Lender, Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges (for purposes of this Section 9.02(b), "Other Charges" shall be deemed to include mechanics' and materialman's liens and trade payables), provided that: (ai) Landlord shall no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject to civil and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender (or criminal penalty a court or to prosecution for a crimeother Governmental Authority as/if applicable) cash (or other security as may be approved, nor shall the Premises or any part thereof be subject to being condemned or vacatedin writing, by reason Lender) in an amount Lender deems sufficient to insure the payment of nonany such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-compliance five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or otherwise Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by reason Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender's judgment, the entitlement of such contest; (b) if an adverse decision in such proceeding or claimant is established, and, to the failure extent the security posted by Borrower with Lender is insufficient to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and full amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof due (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewithany penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the sole cost Default Rate until paid in full and payment of and such amounts shall be paid secured by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws Security Instrument and other collateral given to secure the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLoan.

Right to Contest. TenantIn the event Walgreens shall not be in compliance with the tenns of the Walgreens Lease obligating Walgreens to undertake the payment of Taxes and Other Charges assessed or imposed against the Prope1iy, after prior written notice to Lender, Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges, provided that: (ai) Landlord shall no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject to civil and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender cash (or criminal penalty or to prosecution for a crimeother security as may be approved, nor shall the Premises or any part thereof be subject to being condemned or vacatedin writing, by reason Lender) in an amount Lender deems sufficient to insure the payment of nonany such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-compliance five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or otherwise Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by reason Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender's judgment, the entitlement of such contest; (b) if an adverse decision in such proceeding or claimant is established, and, to the failure extent the security posted by Borrower with Lender is insufficient to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and full amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof due (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewithany penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the sole cost Default Rate until paid in full and payment of and such amounts shall be paid secured by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws Security Instrument and other collateral given to secure the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLoan.

Right to Contest. TenantAfter prior written notice to Lender, Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges, provided that: (ai) Landlord shall no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject to civil and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender cash (or criminal penalty or to prosecution for a crimeother security as may be approved, nor shall the Premises or any part thereof be subject to being condemned or vacatedin writing, by reason Lender) in an amount Lender deems sufficient to insure the payment of nonany such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-compliance five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or otherwise by reason Other Charges, together with all costs, interest and penalties which may be payable in connection therewith, and Borrower shall be permitted to use the amount so deposited with lender to make such payment, and to the extent any of such contest; (b) funds remain with Lender following such payment, if an adverse decision no Event of Default shall have occurred, Lender shall disburse all remaining funds to Borrower. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such proceeding or claimant is established, and, to the failure extent the security posted by Borrower with Lender is insufficient to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and full amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof due (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewithany penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the sole cost Default Rate until paid in full and payment of and such amounts shall be paid secured by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws Security Instrument and other collateral given to secure the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLoan.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event tax bills are received by Lessor, Lessor shall promptly after receipt deliver a copy to Lessee. Lessor shall endeavor to cause all tax bills to be directly to Lessee. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above-described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantAfter prior written notice to Lender, Borrower may permit Mortgage Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges, provided that: (ai) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall no Event of Default exists; (ii) such proceeding suspends the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason collection of such contest; (b) if an adverse decision in such proceeding Taxes or Other Charges and the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall Property will not be in danger of being forfeited sold for such unpaid Taxes or if Landlord is in danger of being subject to criminal liability or penaltyOther Charges, or civil liabilityMortgage Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Mortgage Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Mortgage Borrower has not paid the disputed amounts in full under protest, Mortgage Borrower shall deposit with Mortgage Lender, as provided in the Mortgage Loan Agreement to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any; (v) Borrower causes Mortgage Borrower to furnish to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower causes Mortgage Borrower to promptly pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretotherewith.

Right to Contest. TenantNotwithstanding anything to the contrary contained in this Section, at its expenseMortgagor shall have the right to contest in good faith any Imposition imposed on the Premises, after provided that and so long as (i) the same is done by Mortgagor upon prior written notice to Landlord, may contest, by appropriate proceedings prosecuted diligently Mortgagee and in good faith, at Mortgagor's sole cost and expense and with due diligence and continuity so as to resolve such contest as promptly as possible; (ii) the validity or applicability of any Applicable Laws, provided that: (a) Landlord shall Premises will not be subject to civil in immediate danger of being forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (diii) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being not subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject Mortgagee to prosecution for a crime if Landlord criminal offense or a claim for civil liability; (iv) Mortgagor shall establish a reserve or other security with Mortgagee in an amount and in form and substance satisfactory to Mortgagee for application toward the cost of curing or removing the same from record pursuant to clause (v) below; (v) in any event, each such contest shall be concluded and the tax assessment, penalties, interest and cost shall be paid prior to the date such judgment becomes final or any writ or order is issued under which the Premises may be sold pursuant to such judgment; and (vi) Mortgagor agrees in writing to indemnify and hold harmless Mortgagee from and against any and all expenses, claims, demands, obligations, liabilities, suits, actions and penalties upon or arising out of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime such contest. Pending the determination of any kind whatever such contest, Mortgagor shall not be obligated to pay any such Imposition unless non-payment of such charge is withdrawn ten (10) Business Days before Imposition will subject the Premises to sale or other liability or forfeit by reason of non-payment. In addition, to the extent that the same may be permitted by law, Mortgagor shall have the right to apply for the conversion of any Imposition to make the same payable in annual installments over a period of years, and upon such party is conversion Mortgagor shall be obligated only to pay and discharge said periodic installments as required to plead or answer theretoby this Section.

Right to Contest. TenantNotwithstanding anything to the contrary in this Operating Property Agreement, SNA shall have the right to contest, at its sole expense, after notice to Landlord, may contest, by appropriate legal proceedings prosecuted diligently and conducted in good faith, the amount or validity of any tax or applicability fee; the valuation, assessment or reassessment (whether proposed or final) of the Leased Property for purposes of real estate taxes; or the validity of any Applicable Laws, provided that: (a) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding Law or the failure to pay any judgment resulting from such adverse decision could result in the imposition application of any lien against Applicable Law to the Premises, then before Leased Property. SNA may defer payment of the commencement contested amount or compliance with the contested Applicable Law or performance of any other contested obligation pending the outcome of such contest, Tenant provided that such deferral does not subject the Leased Property to any material risk of imminent forfeiture or the City to any material risk of criminal liability. The City shall furnish not be required to Landlord join in any such contest proceedings unless an Applicable Law shall require that such proceedings be brought in the bond name of a surety company reasonably satisfactory the City. In such case, subject to Landlordthe approval of the City Council, the City shall cooperate with SNA so as to permit to such proceedings to be brought in the City's name. SNA shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. SNA shall be entitled to any refund of any contested amount (and penalties and interest paid by SNA) based upon SNA's prior overpayment of such contested amount, whether such refund is made during or after the Term of this Operating Property Agreement. Upon termination of SNA's contest of any amount, SNA shall pay the amount (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred liabilities in connection with such Imposition. Upon final termination of SNA's contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudicationan Applicable Law, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant SNA shall comply with such Applicable Laws final determination. SNA's right to contest any amount or the valuation, assessment or reassessment of the Leased Property for tax purposes shall be to the extent determined by such contest; exclusion of the City, and (f) Tenant the City shall comply with any Applicable Laws in accordance with have no right to contest the applicable provisions of this Lease if the Premisesforegoing without SNA's consent, or part thereof, shall not to be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretounreasonably withheld.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantIn the event Walgreens shall not be in compliance with the terms of the Walgreens Lease obligating Walgreens to undertake the payment of Taxes and Other Charges assessed or imposed against the Property, after prior written notice to Lender, Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges, provided that: (ai) Landlord shall no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject to civil and does not constitute a default thereunder; (iv) if Borrower has not paid tl1e disputed amounts in full under protest, Borrower shall deposit with Lender cash (or criminal penalty or to prosecution for a crimeother security as may be approved, nor shall the Premises or any part thereof be subject to being condemned or vacatedin writing, by reason Lender) in an amount Lender deems sufficient to insure the payment of nonany such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-compliance five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or otherwise Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by reason Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender's judgment, the entitlement of such contest; (b) if an adverse decision in such proceeding or claimant is established, and, to the failure extent the security posted by Borrower "'with Lender is insufficient to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and full amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof due (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewithany penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the sole cost Default Rate until paid in full and payment of and such amounts shall be paid secured by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws Security Instrument and other collateral given to secure the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLoan.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax b▇▇▇, Lessor shall use commercially reasonable efforts to forward said b▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or nonproceedings, but Lessor shall incur no cost or obligation thereby. 4817-compliance (including the costs 7336-4078.5 STORE/Fat Patty's Master Lease Agreement 4 Properties in KY and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contestWV File No. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.7210 /02-629.1

Right to Contest. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Landlord shall will not be subject to civil or criminal penalty or to prosecution for a crime, nor shall will the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall will furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall will indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall will keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ will be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall will be at the sole cost of and shall will be paid by Tenant; (1f) promptly after disposition of the contest, Tenant shall will comply with such Applicable Laws to the extent determined by such contest; and (fg ) Tenant shall will comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall will be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall will be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents agents, or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.

Right to Contest. TenantTenant shall have the exclusive right, at its own expense, after notice to Landlordcontest the amount or validity, may contestin whole or in part, of any Imposition by appropriate proceedings prosecuted diligently and conducted in good faith, but only after payment of such Imposition unless such payment would operate as a bar to such contest or in Tenant's reasonable determination interfere materially with the validity prosecution thereof, in which event payment of such Imposition shall be postponed if, and only so long as: (1) neither the Demised Premises nor any part thereof would by reason of such postponement or applicability deferment be, in the reasonable judgment of any Applicable LawsLandlord, provided that: in immediate danger of being forfeited or lost; and (a2) If requested by Landlord, Tenant shall have deposited with Landlord shall not the amount so contested and unpaid, together with all interest and penalties in connection therewith, and all charges that may or might be subject to civil assessed against or criminal penalty or to prosecution for become a crime, nor shall charge on the Premises or any part thereof in such proceedings. Upon the termination of any such proceedings, it shall be subject the obligation of Tenant to being condemned or vacated, by reason of non-compliance or otherwise by reason pay the amount of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the PremisesImposition, 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 (including counsel fees), interest, penalties or other liabilities in connection therewith, and, upon such payment, Landlord shall return, with interest, any amount deposited with it with respect to such Imposition as aforesaid, provided, however, that Landlord shall, if requested by Tenant, disburse said moneys on deposit with it directly to the imposing authority to whom such Imposition is payable. If, at any time during the continuance of such proceedings, Landlord shall deem the amount deposited as aforesaid insufficient, Tenant shall, upon demand, make an additional deposit as aforesaid of such additional sums as Landlord may reasonably request, and upon failure of Tenant so to do, the amount theretofore deposited may be applied by Landlord to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees (including counsel fees) or other liability accruing in any such proceedings, and the balance, if any, shall be in danger of being forfeited or returned to Tenant and the deficiency, if Landlord is in danger of being subject to criminal liability or penaltyany, or civil liability, in connection with such contest. Landlord shall be deemed subject paid by Tenant to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoon demand.

Right to Contest. Tenant, at its expense, after notice Each of the Landlord and the Tenant (provided the Tenant is legally entitled to Landlord, may contest, by appropriate proceedings prosecuted diligently and do so) shall have the right to contest in good faith, faith the validity or applicability amount of any Applicable LawsTaxes which, in the case of the Landlord, the Landlord is responsible to pay under this Article 8.00 and which, in the case of the Tenant, the Tenant is responsible to pay under Subsection 8.02(b) and for which it is separately assessed. Landlord, acting as a prudent owner of a development similar to the Project, will determine in each calendar year whether to appeal the realty taxes or realty tax assessment for such calendar year. Notwithstanding anything to the contrary herein, the Tenant may, upon prior written notice to the Landlord, defer payment of any amount payable by it pursuant to Subsection 8.02(b) for which it is separately assessed, to the extent permitted by law; provided that: (a) Landlord that no contest by the Tenant shall not be subject to civil involve the possibility of forfeiture, sale or criminal penalty or to prosecution for a crime, nor shall disturbance of the Landlord’s interest in the Leased Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any penalty or interest, charge or lien against and that, upon the Premisesfinal determination of any contest by the Tenant, then before the commencement Tenant shall immediately pay and satisfy the amount found to be due, together with any costs, penalties and interest. If, as a result of any contest by the Tenant, any tax, rate, levy, assessment, fee or other charge is increased, the Tenant shall be responsible for the full amount of such contest, increase in respect of the period to which the contest relates and to any subsequent tax periods which commence during the Term. The Tenant shall furnish not contest any amount payable by it under Subsection 8.02(a) but may contest any amount payable by it under Subsection 8.02(b) or appeal any assessment therefor subject to complying with the following: (a) the Tenant shall deliver to the Landlord the bond any notices of a surety company reasonably satisfactory to Landlord, appeal or other deposit or security in each case in formlike instrument and obtain the Landlord’s consent thereto, substance and amount reasonably satisfactory to Landlordwhich consent shall not be unreasonably withheld, and shall indemnify Landlord against before filing the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.same;

Right to Contest. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Tenant shall have the right at its expense to contest the rate, legality or validity of any tax or assessment provided herein to be paid by Tenant, but no such contest shall be carried on or maintained by Tenant after such taxes or assessments become delinquent unless Tenant shall (i) pay its share of the amount involved under protest, or (ii) procure and maintain a stay of all proceedings to enforce collection, forfeiture and sale and provide for payment thereof together with all penalties, interest, costs and expenses by the deposit of a sufficient sum of money or by a good and sufficient undertaking or other means required or permitted by law to accomplish such stay. At the request of Tenant, Landlord will execute or join in the execution of any instrument or documents reasonably required by Tenant in connection with any such contest. Upon the final determination of any such contest in which Tenant prevails and upon receipt by Landlord of the refund of Taxes, Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of nonreimburse Tenant (i) Tenant's actual out-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance of-pocket expenses and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or costs incurred in connection with such contest upon demand by Tenant to the extent such expenses and costs are less than the amount of the refund, and (ii) Tenant's pro rata share of the net refund, meaning the refund as reduced by the payment to Tenant under the preceding clause (i) and Landlord deducting from the refund any reasonable out-of-pocket expenses incurred by Landlord in cooperating in such tax contest. (b) Landlord may contest the rate, legality or non-compliance validity of any tax or assessment imposed upon the Shopping Center or the Premises, but no such contest shall be carried on or maintained by Landlord after such taxes or assessments become delinquent unless Landlord shall (including i) pay the amount involved under protest, or (ii) procure and maintain a stay of all proceedings to enforce collection, forfeiture and sale and provide for payment thereof together with all penalties, interest, costs and expenses by the deposit of a sufficient sum of money or by a good and sufficient undertaking or other means required or permitted by law to accomplish such stay. Upon the final determination of any such contest in which Landlord prevails and upon receipt by Landlord of the refund of Taxes, Landlord shall deduct from the refund Landlord's reasonable out-of-pocket expenses incurred in connection with such contest; (c) contest and return to Tenant shall keep Landlord regularly advised as to Tenant's pro rata share of the status remaining portion of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, refund. Expenses incurred in connection with any such contest. Landlord contest of taxes by either party shall be deemed subject supported by documentation reasonably satisfactory to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretothe other party.

Right to Contest. TenantAfter prior written notice to Lender, Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges, provided that: (ai) Landlord shall no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject to civil and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or criminal penalty or to prosecution for a crimeother security as may be approved, nor shall the Premises or any part thereof be subject to being condemned or vacatedin writing, by reason Lender) in an amount Lender deems sufficient to insure the payment of nonany such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-compliance five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or otherwise Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by reason Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such contest; (b) if an adverse decision in such proceeding or claimant is established, and, to the failure extent the security posted by Borrower with Lender is insufficient to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and full amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof due (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewithany penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the sole cost Default Rate until paid in full and payment of and such amounts shall be paid secured by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws Security Instrument and other collateral given to secure the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLoan.

Right to Contest. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Landlord shall will not be subject to civil or criminal penalty or to prosecution for a crime, nor shall will the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall will furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall will indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall will keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ will be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall will be at the sole cost of and shall will be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall will comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall will comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall will be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall will be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents agents, or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s 4837-1132-0135.14 STORE / RT Logic (Kratos) Lease Agreement (New Building Area) File No.: 7210/02-525.1 determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above‑described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Property nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantAfter prior written notice to Lender, Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceedings, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges, provided that: (ai) Landlord shall no Event of Default exists; (ii) such proceedings suspend the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount which Lender deems (together with all funds then existing in the Tax Escrow Account) sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender (after crediting all amounts then existing in the Tax Escrow Account which are not otherwise reserved for other known Taxes or Other Charges due or to become due); (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower, subject to civil the provisions of the following sentence, promptly pays the amount of any such Taxes or criminal penalty or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender shall pay over any security held by Lender pursuant to prosecution for a crimethis Section to the claimant entitled thereto at any time when, nor shall in Lender’s reasonable judgment, the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason entitlement of such contest; (b) if an adverse decision in such proceeding or claimant is established, and, to the failure extent the security posted by Borrower with Lender is insufficient to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and full amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof due (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewithany penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the sole cost Default Rate until paid in full and payment of and such amounts shall be paid secured by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws Security Instrument and other collateral given to secure the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLoan.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by ▇▇▇▇▇▇. In the event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within fifteen (15) days of ▇▇▇▇▇▇’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by ▇▇▇▇▇▇ and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of ▇▇▇▇▇▇, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above‑described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Property nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or nonproceedings, but Lessor shall incur no cost or obligation thereby. 4830-compliance 8668-1413.9 STORE / RT Logic (including the costs and expenses in connection with such contest; Kratos) Lease Agreement (cExisting Building Area) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoFile No.: 7210/02-525.1

Right to Contest. Tenant, at its expense, after notice to Landlord, Tenant may contest, by appropriate proceedings prosecuted diligently and in good faith, contest the validity or applicability amount of any Applicable LawsTax agreed to be paid by Tenant and/or any assessed valuation of the Premises and the Improvements located thereon and may thereupon defer the payment of any Tax so long as the validity or amount thereof shall be contested by Tenant by appropriate Action or Proceedings without expense or Liability to Landlord. Should Tenant be unsuccessful in any such Action or Proceeding, provided that: (a) such Taxes and any interest and/or penalties resulting therefrom shall be immediately discharged by Tenant, and Tenant shall indemnify, defend and hold Landlord harmless from all Losses that may result from Tenant’s Action or Proceeding. Landlord shall not be subject required to civil join in any Action of Proceeding brought by Tenant unless the provisions of any Law requires that the Action or criminal penalty Proceeding be brought by or to prosecution for a crime, nor shall in the Premises name of Landlord or any part thereof owner of the Premises. In such event, Landlord shall join in the Action or Proceeding or permit the Action or Proceeding to be subject brought in Landlord’s name provided there is no cost to being condemned Landlord. Landlord hereby irrevocably appoints Tenant as Landlord’s attorney in fact for the purpose of conducting any such Action or vacated, by reason of non-compliance or otherwise by reason Proceeding and for obtaining information and material necessary for the conduct of such contest; (b) if an adverse decision in such proceeding Action or the failure Proceeding. Prior to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of any such contestAction or Proceeding, Tenant shall furnish to Landlord the bond of a surety bond by an insurance company reasonably satisfactory qualified to Landlorddo business in the State of Nevada in an amount equal to one and one-half times the total amount of Taxes in dispute. The bond shall hold Landlord and the Premises harmless from all Taxes, or other deposit or security in each case in formcosts, substance and amount reasonably satisfactory to Landlordattorneys’ fees, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition Loss arising out of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of Action or Proceeding and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime insure payment of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoOrder that may be rendered.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above-described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Property nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (i) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantWithin five (5) Business Days of the date by which each tax and assessment payment is required by this Section 5.01 to be paid, Lessee shall provide Lessor with receipts or other evidence reasonably satisfactory to Lessor that each tax and assessment has been timely paid by ▇▇▇▇▇▇. In the event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within five (5) Business Days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given prior to contesting any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor or Lessor’s lender, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor or Lessor’s lender that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all material notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of ▇▇▇▇▇▇, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. Tenant, or Manager at its expenseTenant’s direction, after notice shall have the right to Landlordcontest the amount or validity of any Imposition, may contestLegal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, the validity or applicability of any Applicable LawsLandlord may, provided that: (a) Landlord shall not be subject upon Notice to civil or criminal penalty or to prosecution for a crimeTenant, nor shall the Premises or any part thereof be subject to being condemned or vacatedpay such charges, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premisestogether with interest and penalties due with respect thereto, then before the commencement of such contest, and Tenant shall furnish to reimburse Landlord the bond of a surety company reasonably satisfactory to Landlordtherefore, or other deposit or security in each case in formupon demand, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoAdditional Charges.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor's receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee's determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above-described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Property nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys' fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $25,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Property nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax b▇▇▇, Lessor shall forward said b▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof; provided, however, Lessor’s failure to forward said b▇▇▇ shall not constitute a default by Lessor under this Lease. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above‑described item or lien with respect thereto or the validity or applicability assessed valuation of any Applicable Lawsof the Properties, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition 4851-8930-3408.5 STORE / Ampco Master Lease Agreement 4 Properties in PA and IN File No.: 7210/02-637 execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. Tenant, at its expense, after notice to Landlord, Tenant may contest, in good faith, by appropriate proceedings prosecuted diligently at its own expense any Real Estate Taxes provided that Tenant shall first have paid such Real Estate Taxes or, if the payment of such Real Estate Taxes is to be postponed during the pendency of such contest, Tenant shall have furnished Landlord with such additional sums as may reasonably be required to pay interest or penalties accrued or to accrue on any such Real Estate Taxes and shall indemnify and hold Landlord harmless from any loss resulting from the failure to timely pay such Real Estate Taxes. Nothing contained herein, however, shall release Tenant of the obligation to pay and discharge contested Real Estate Taxes as finally adjudicated, with interest and penalties, and all other charges directed to be paid in good faith, or by any such adjudication. Any such contest or legal proceeding shall be commenced by Tenant with due promptness after the validity or applicability imposition of any Applicable Lawscontested Real Estate Taxes and shall be prosecuted to final adjudication with all reasonable promptness and dispatch; provided, provided that: (a) Landlord however, that Tenant may in its discretion consolidate any proceeding to obtain a reduction in the assessed valuation of the Premises for tax purposes relating to any tax year with any similar proceeding or proceedings relating to one or more other tax years. Notwithstanding anything contained in this Section 6.5, Tenant shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall pay all such contested Real Estate Taxes before the time when the Premises or any part thereof might be subject to being condemned lien or vacatedforfeited as a result of nonpayment. Landlord shall, by reason at no out-of-pocket cost to Landlord, join in any proceedings referred to above and hereby agrees that the same may be brought in its name, if the provisions of non-compliance any law, rule or otherwise by reason regulation at the time in effect shall so require. Tenant shall indemnify and save Landlord harmless from any liabilities, losses, or out of pocket expenses (including reasonable attorneys fees) in connection with any such proceedings in which Landlord shall join or permit to be brought in its name or any such contest; (b) if an adverse decision in such proceeding or . Prior to the failure to pay any judgment resulting from such adverse decision could result in the imposition distribution of any lien against the Premises, then before the commencement of such contestrefund, Tenant shall furnish be entitled to Landlord the bond recover its reasonable, out of a surety company reasonably satisfactory pocket costs incurred in contesting taxes. Prior to Landlorddistribution of any refund, or other deposit or security in each case in form, substance and amount reasonably satisfactory Tenant shall thereafter be entitled to Landlordany remaining refund of any Real Estate Taxes, and all penalties or interest thereon received by Landlord which shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be have been paid by Tenant; (1) promptly after disposition of the contest, Tenant or which shall comply with such Applicable Laws to the extent determined have been paid by such contest; and (f) Tenant shall comply with any Applicable Laws Landlord but previously reimbursed in accordance with the applicable provisions full by Tenant. The terms of this Lease if Section 6.5 shall survive the Premises, expiration or part thereof, shall be in danger sooner termination of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretothis Lease.

Right to Contest. Tenant shall not be required to pay any Real Estate Taxes or any other taxes for which Tenant is liable hereunder (including, without limitation, any taxes for which Tenant is required to indemnify Landlord under SECTION 23.1)(including penalties and interest), so long as (i) Tenant shall contest the same or the validity thereof by appropriate legal proceedings in such a manner to prevent the tax sale of any portion of the Premises and (ii) the position to be taken by Tenant pursuant to such contest would have a realistic possibility of success if litigated. For purposes of this Lease, Tenant may conclusively establish that a position to be taken in a contest would have a realistic possibility of success if litigated by providing to Landlord a letter from counsel stating an opinion to such effect. In the event of any such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and discharge the amounts determined to be due in accordance therewith and with the provisions of this Lease, together with any penalties, fines, interest, costs and expenses that may have accrued thereon or that may have resulted from Tenant's contest. Tenant also shall have a right to contest any taxes for which it is liable hereunder, but with regard to which the position to be taken pursuant to such contest would not have a realistic possibility of success if litigated, provided that Tenant pays such taxes on or prior to the date upon which such taxes are asserted to be due by the relevant governmental authority. Notwithstanding the foregoing provisions of this SECTION 8.3, Tenant shall have an unconditional right to contest (without prior payment) any taxes imposed by law upon Tenant rather than upon Landlord. Tenant's decision to pay any taxes prior to contesting its or another party's underlying liability therefore shall not be deemed to imply or suggest that the position to be taken in such contest would not have a realistic possibility of success if litigated. Landlord shall cooperate fully with Tenant in connection with the exercise of Tenant's right of contest contained herein, and in the event that applicable law shall require that Landlord, rather than Tenant, at its expense, after notice to Landlord, may pursue legal proceedings for such contest, by appropriate proceedings prosecuted diligently Landlord will initiate and pursue such contest upon Tenant's request and in good faithaccordance with Tenant's instructions (including, without limitation, Tenant's instructions as to the validity selection of legal counsel and matters of strategy or applicability of any Applicable Lawssettlement); PROVIDED, provided that: (a) HOWEVER, that Landlord shall not be subject to civil or criminal penalty or to prosecution any liability for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition payment of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, costs or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) any such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contestproceedings, and Tenant will indemnify and save harmless Landlord from any disposition thereof such costs and expenses (including, without limitation, the cost reasonable attorneys' fees, costs of complying therewith court and appraisal costs), reimbursing Landlord therefor upon demand (or paying all interest, penalties, fines, liabilities, fees such costs and expenses in connection therewithdirectly when due, all as directed by Landlord), . Tenant shall be at the sole cost entitled to any refund of any taxes and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws penalties or interest from any governmental authority to the extent determined the refund represents monies paid to the governmental authority by such contest; Tenant or paid by Landlord and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoreimbursed by Tenant.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, any above described item or lien with respect thereto, including, without limitation, the amount or validity or applicability application, in whole or in part, of any Applicable Lawssuch item, provided that: that (ai) Landlord shall not neither the Properties nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Landlord Tenant shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure required to pay any judgment resulting from such adverse decision could result in the imposition of Real Estate Taxes or any lien against the Premises, then before the commencement of such contest, other taxes for which Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof is liable hereunder (including, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 22.1) ------------ (including penalties and interest), so long as (i) Tenant shall contest the cost same or the validity thereof by appropriate legal proceedings in such a manner to prevent the tax sale of complying any portion of the Parcels and (ii) the position to be taken by Tenant pursuant to such contest would have a realistic possibility of success if litigated. For purposes of this Lease, Tenant may conclusively establish that a position to be taken in a contest would have a realistic possibility of success if litigated by providing to Landlord a letter from counsel stating an opinion to such effect. In the event of any such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and discharge the amounts determined to be due in accordance therewith and paying all interestwith the provisions of this Lease, together with any penalties, fines, liabilitiesinterest, fees costs and expenses that may have accrued thereon or that may have resulted from Tenant's contest. Tenant also shall have a right to contest any taxes for which it is liable hereunder, but with regard to which the position to be taken pursuant to such contest would not have a realistic possibility of success if litigated, provided that Tenant pays such taxes on or prior to the date upon which such taxes are asserted to be due by the relevant governmental authority. Notwithstanding the foregoing provisions of this Section 8.3, Tenant shall have ----------- an unconditional right to contest (without prior payment) any taxes imposed by law upon Tenant rather than upon Landlord. Tenant's decision to pay any taxes prior to contesting its or another party's underlying liability therefor shall not be deemed to imply or suggest that the position to be taken in such contest would not have a realistic possibility of success if litigated. Landlord shall cooperate fully with Tenant in connection with the exercise of Tenant's right of contest contained herein, and in the event that applicable law shall require that Landlord, rather than Tenant, pursue legal proceedings for such contest, Landlord will initiate and pursue such contest upon Tenant's request and in accordance with Tenant's instructions (including, without limitation, Tenant's instructions as to the selection of legal counsel and matters of strategy or settlement); provided, however, that Landlord shall not be subject -------- ------- to any liability for the payment of any costs or expenses in connection therewithwith any such contest or proceedings, and Tenant will indemnify and save harmless Landlord from any such costs and expenses (including, without limitation, reasonable attorneys' fees, costs of court and appraisal costs), reimbursing Landlord therefor upon demand (or paying such costs and expenses directly when due, all as directed by Landlord). Tenant shall be at the sole cost entitled to any refund of any taxes and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws penalties or interest from any governmental authority to the extent determined the refund represents monies paid to the governmental authority by such contest; Tenant or paid by Landlord and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoreimbursed by Tenant.

Right to Contest. Tenant shall not be required to pay any Real Estate Taxes or any other taxes for which Tenant is liable hereunder (including, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 22.1) (including penalties and interest), so long as (i) Tenant shall contest the same or the validity thereof by appropriate legal proceedings in such a manner to prevent the sale, forfeiture or loss of any portion of the Parcels or any Rent and (ii) the position to be taken by Tenant pursuant to such contest would have a realistic possibility of success if litigated. For purposes of this Lease, Tenant may conclusively establish that a position to be taken in a contest would have a realistic possibility of success if litigated by providing to Landlord a letter from counsel stating an opinion to such effect. In the event of any such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and discharge the amounts determined to be due in accordance therewith and with the provisions of this Lease, together with any penalties, fines, interest, costs and expenses that may have accrued thereon or that may have resulted from Tenant’s contest. Tenant also shall have a right to contest any taxes for which it is liable hereunder, but with regard to which the position to be taken pursuant to such contest would not have a realistic possibility of success if litigated, provided that Tenant pays such taxes on or prior to the date upon which such taxes are asserted to be due by the relevant governmental authority. Notwithstanding the foregoing provisions of this Section 8.3, Tenant shall have an unconditional right to contest (without prior payment) any taxes imposed by law upon Tenant rather than upon Landlord. Tenant’s decision to pay any taxes prior to contesting its or another party’s underlying liability therefor shall not be deemed to imply or suggest that the position to be taken in such contest would not have a realistic possibility of success if litigated. Landlord shall, at Tenant’s sole cost and expense, cooperate fully with Tenant in connection with the exercise of Tenant’s right of contest contained herein, and in the event that applicable law shall require that Landlord, rather than Tenant, at its expense, after notice to Landlord, may pursue legal proceedings for such contest, by appropriate proceedings prosecuted diligently Landlord will initiate and pursue such contest upon Tenant’s request and in good faithaccordance with Tenant’s instructions (including, without limitation, Tenant’s instructions as to the validity selection of legal counsel and matters of strategy or applicability of any Applicable Lawssettlement); provided, provided that: (a) however, that Landlord shall not be subject to civil or criminal penalty or to prosecution any liability for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition payment of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, costs or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) any such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contestproceedings, and Tenant will indemnify and save harmless Landlord from any disposition thereof such costs and expenses (including, without limitation, the cost attorneys’ fees, costs of complying therewith court and appraisal costs), reimbursing Landlord therefor upon demand (or paying all interest, penalties, fines, liabilities, fees such costs and expenses in connection therewithdirectly when due, all as directed by Landlord), . Tenant shall be at the sole cost entitled to any refund of any taxes and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws penalties or interest from any governmental authority to the extent determined the refund represents moneys paid to the governmental authority by such contest; Tenant or paid by Landlord and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoreimbursed by Tenant.

Right to Contest. TenantAfter prior written notice to Lender, Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges, provided that: (ai) Landlord shall no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject to civil and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender cash (or criminal penalty or to prosecution for a crimeother security as may be approved, nor shall the Premises or any part thereof be subject to being condemned or vacatedin writing, by reason Lender) in an amount Lender deems sufficient to insure the payment of non-compliance any such Taxes or otherwise Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred ten percent (110%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by reason Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such contest; (b) if an adverse decision in such proceeding or claimant is established, and, to the failure extent the security posted by Borrower with Lender is insufficient to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and full amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof due (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewithany penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the sole cost Default Rate until paid in full and payment of and such amounts shall be paid secured by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws Security Instrument and other collateral given to secure the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLoan.

Right to Contest. Tenant, at its expense, after notice Each of the Landlord and the Tenant (provided the Tenant is legally entitled to Landlord, may contest, by appropriate proceedings prosecuted diligently and do so) shall have the right to contest in good faith, faith the validity or applicability amount of any Applicable LawsTaxes which, in the case of the Landlord, the Landlord is responsible to pay under this Article 8.00 and which, in the case of the Tenant, the Tenant is responsible to pay under Subsection 8.02(b) and for which it is separately assessed or Section 8.05. Notwithstanding anything to the contrary herein, the Tenant may, upon prior written notice to the Landlord, defer payment of any amount payable by it pursuant to Subsection 8.02(b) for which it is separately assessed or Section 8.05, to the extent permitted by law; provided that: (a) Landlord that no contest by the Tenant shall not be subject to civil involve the possibility of forfeiture, sale or criminal penalty or to prosecution for a crime, nor shall disturbance of the Landlord’s interest in the Leased Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any penalty or interest, charge or lien against and that, upon the Premisesfinal determination of any contest by the Tenant, then before the commencement Tenant shall immediately pay and satisfy the amount found to be due, together with any costs, penalties and interest. If, as a result of any contest by the Tenant, any tax, rate, levy, assessment, fee or other charge is increased, the Tenant shall be responsible for the full amount of such contest, increase in respect of the period to which the contest relates and to any subsequent tax periods which commence during the Term. The Tenant shall furnish not contest any amount payable by it under Subsection 8.02(a) but may contest any amount payable by it under Subsection 8.02(b) or Section 8.05 or appeal any assessment therefor subject to complying with the following: (a) the Tenant shall deliver to the Landlord the bond any notices of a surety company reasonably satisfactory to Landlord, appeal or other deposit or like instrument and obtain the Landlord’s consent thereto, which consent shall not be unreasonably withheld, before filing the same; (b) the Tenant shall deliver whatever security in each case in form, substance and amount the Landlord reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; requires; (c) the Tenant shall promptly and diligently prosecute the contest or appeal at its sole expense; and (d) the Tenant shall keep the Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part fully informed thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.

Right to Contest. Tenant shall not be required to pay any Real Estate Taxes or any other taxes for which Tenant is liable hereunder (including, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 6.5) (including penalties and interest), so long as (i) Tenant shall contest the same or the validity thereof by appropriate legal proceedings in such a manner to prevent the tax sale of any portion of the Premises and (ii) the position to be taken by Tenant pursuant to such contest would have a realistic possibility of success if litigated. For purposes of this Lease, Tenant may conclusively establish that a position to be taken in a contest would have a realistic possibility of success if litigated by providing to Landlord a letter from counsel stating an opinion to such effect. In the event of any such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and discharge the amounts determined to be due in accordance therewith and with the provisions of this Lease, together with any penalties, fines, interest, costs and expenses that may have accrued thereon or that may have resulted from Tenant's contest. Tenant also shall have a right to contest any taxes for which it is liable hereunder, but with regard to which the position to be taken pursuant to such contest would not have a realistic possibility of success if litigated, provided that Tenant pays such taxes on or 12. prior to the date upon which such taxes are asserted to be due by the relevant governmental authority. Notwithstanding the foregoing provisions of this Section 6.3, Tenant shall have an unconditional right to contest (without prior payment) any taxes imposed by law upon Tenant rather than upon Landlord. Tenant's decision to pay any taxes prior to contesting its or another party's underlying liability therefore shall not be deemed to imply or suggest that the position to be taken in such contest would not have a realistic possibility of success if litigated. Landlord shall cooperate fully with Tenant in connection with the exercise of Tenant's right of contest contained herein, and in the event that applicable law shall require that Landlord, rather than Tenant, at its expense, after notice to Landlord, may pursue legal proceedings for such contest, by appropriate proceedings prosecuted diligently Landlord will initiate and pursue such contest upon Tenant's request and in good faithaccordance with Tenant's instructions (including, without limitation, Tenant's instructions as to the validity selection of legal counsel and matters of strategy or applicability of any Applicable Lawssettlement); provided, provided that: (a) however, that Landlord shall not be subject to civil or criminal penalty or to prosecution any liability for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition payment of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, costs or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) any such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contestproceedings, and Tenant will indemnify, defend and save harmless Landlord from and against any disposition thereof such costs and expenses (including, without limitation, the cost reasonable attorneys' fees, costs of complying therewith court and appraisal costs), reimbursing Landlord therefor upon demand (or paying all interest, penalties, fines, liabilities, fees such costs and expenses in connection therewithdirectly when due, all as directed by Landlord), . Tenant shall be at the sole cost entitled to any refund of any taxes and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws penalties or interest from any governmental authority to the extent determined the refund represents monies paid to the governmental authority by such contest; Tenant or paid by Landlord and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoreimbursed by Tenant.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above-described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Property nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.

Right to Contest. TenantAfter prior written notice to Lender, Borrower, at its own expense, after notice to Landlord, may contest, contest by appropriate proceedings prosecuted diligently legal proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or applicability application in whole or in part of any Applicable Lawsof the Taxes or Other Charges (for purposes of this Section 9.02(b), “Other Charges” shall be deemed to include mechanics’ and materialmen’s liens and trade payables), provided that: (ai) Landlord shall no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject to civil and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender (or criminal penalty a court or to prosecution for a crimeother Governmental Authority as/if applicable) cash (or other security as may be approved, nor shall the Premises or any part thereof be subject to being condemned or vacatedin writing, by reason Lender) in an amount Lender deems sufficient to insure the payment of nonany such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-compliance five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or otherwise Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by reason Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such contest; (b) if an adverse decision in such proceeding or claimant is established, and, to the failure extent the security posted by Borrower with Lender is insufficient to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and full amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof due (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewithany penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the sole cost Default Rate until paid in full and payment of and such amounts shall be paid secured by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws Security Instrument and other collateral given to secure the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoLoan.

Right to Contest. Landlord will, within twenty (20) days of receiving notification thereof, send to Tenant notice of any increases in assessments for Real Estate Taxes. If Landlord does not give written notice to Tenant, as of 15 days prior to the applicable reassessment contest deadline, of its intention to contest such reassessment, then Tenant will have the right, at Tenant’s expense, to contest the amount or validity of Real Estate Taxes for such tax fiscal year by appropriate administrative and legal proceedings brought either in Tenant’s name, or, if legally necessary to prosecute such contest, jointly with Landlord, by counsel selected and engaged by Tenant (and, if Landlord is a joint contestant, reasonably approved by Landlord). Landlord will execute and deliver to Tenant, at no cost to Landlord, such documents as may be reasonably necessary or proper to permit Tenant to contest Real Estate Taxes or which may be necessary to secure payment of any refund which may result from any such proceedings. Any refund resulting from a proceeding brought either by Tenant or Landlord or by them jointly will be applied first to reimburse the party or parties who brought the proceeding for the costs incurred with the proceeding, and then to reimburse Tenant for the difference between the amount Tenant paid for the Real Estate Taxes for each fiscal tax year involved in the proceeding and the amount Tenant would have been required to pay if the Real Estate Taxes had been assessed in accordance with the decision rendered in the proceeding. Any remaining balance will be paid to Landlord. Tenant hereby agrees to indemnify and hold harmless Landlord from all liability incurred by Landlord solely as a result of any contest by Tenant of Real Estate Taxes, together with any interest, penalties or other charges thereby imposed by applicable governmental authorities solely as a result of such contest by Tenant (excluding increases, if any, in Real Estate Taxes caused by such contest by Tenant), and Tenant agrees to indemnify and hold harmless Landlord from all liability incurred by Landlord solely as a result of any contest by Tenant of Real Estate Taxes that results in any sale or other proceeding to enforce payment thereof. Tenant shall pay any Real Estate Taxes before same become a lien on the Premises. If Landlord contests the Real Estate Taxes, Landlord shall cooperate and regularly communicate with Tenant in the institution of and prosecution of any such proceedings by the Landlord, and Tenant, at its expense, after notice to may participate with Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.

Right to Contest. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ shall be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.

Right to Contest. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: ​ (a) Landlord After prior written notice to Lender, and so long as Borrower is in possession, custody and control of the Property, prior to the undertaking of Remedial Work by Borrower or Guarantor, Borrower and/or Guarantor may, at their sole cost and expense, contest any Environmental Claim or Environmental Laws, or perform any Remedial Work, provided that at all times all of the following conditions are continuously satisfied in full: (i) no uncured Event of Default (other than as related to the Hazardous Substances involved in such contest or Remedial Work) exists under any of the Loan Documents; (ii) Lender (and Lender's agents, officers, directors, servants, employees, contractors and shareholders) shall not be subject to civil any criminal or criminal penalty other penalties, fines, costs or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacatedexpenses, by reason of non-compliance such contest or otherwise by reason Remedial Work or any delays in connection therewith; ​ (iii) a contest shall be instituted promptly after Guarantor or Borrower obtains actual knowledge of an action, suit, proceeding, or governmental order or directive which asserts any obligation or liability affecting all or any portion of the Property, Guarantor or Borrower, and diligently prosecuted until a final judgment is obtained or until such contestcontest or proceeding is dismissed or abandoned; and ​ (biv) if an adverse decision Borrower and/or Guarantor shall have furnished such security as may be required in such proceeding or contest and/or as may be requested by Lender to ensure the failure to pay any judgment resulting from such adverse decision could result in the imposition payment of any lien against the Premisesamounts due thereunder, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlordtogether with interest thereon, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such Remedial Work. (b) Unless a contest has been instituted as permitted hereunder with respect to any Remedial Work, Borrower or Guarantor shall commence the Remedial Work promptly after obtaining actual knowledge of, or any notice or order from any governmental or quasi-- governmental agency of the presence of, Hazardous Substances on, in, under or affecting the Property or any surrounding areas. In any event, at least fifteen (15) days prior to commencement of such Remedial Work, Borrower shall submit to Lender reasonably detailed plans for such Remedial Work complying with Environmental Laws. If, within such fifteen (15) day period, ​ ​ ​ Lender, in Lender's reasonable judgment, rejects such plans, Borrower and/or Guarantor shall promptly submit to Lender for its approval revised plans conforming to Lender's reasonable requirements and all applicable Environmental Laws. If within fifteen (15) days from Lender's receipt of the original plans (or revised plans, as the case may be) Lender fails to approve or reject such original plans (or revised plans, as the case may be), Borrower or Guarantor shall send a further notice to Lender stating in capital letters, "FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED LENDER APPROVAL." If Lender fails to respond within five (5) business days of its receipt of such second notice, the plans for Remedial Work described therein shall be deemed accepted by Lender. All Remedial Work shall be performed in compliance with such approved original or revised plans. (c) If a contest has been instituted as permitted hereunder, Remedial Work shall be instituted promptly following an unsuccessful nonappealable completion of any contest and shall be diligently prosecuted until the Hazardous Substances involved in the contest are removed, relocated, encapsulated or disposed of as required by the Environmental Laws. ​ (d) Indemnitor shall notify Lender in writing within ten (10) days after commencement of such contest or non-compliance Remedial Work and shall render to Lender a written monthly report detailing the progress thereof including such information as Lender shall reasonably request. ​ (including the costs and expenses in connection e) So long as all of such conditions are continuously satisfied, Indemnitor may proceed with such contest; (c) Tenant provided, however, Indemnitor shall keep Landlord regularly advised as to the status of not enter into any settlement agreement binding upon Lender or Borrower without their prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any such proceedings; (d) settlement effected without either Lender's or Borrower's prior written consent shall not be binding on such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contestparty. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.​

Right to Contest. Tenant, at its expense, after notice Mortgagor shall have the right to Landlord, may contest, by appropriate proceedings prosecuted diligently and contest in good faith, faith the validity or applicability amount of any Applicable Lawstax assessment or lien arising from any work performed at or materials furnished to the premises which right, provided that: however, is conditional upon (ai) Landlord shall not be subject to civil such contest having the effect of preventing the collection of the tax, assessment or criminal penalty lien so contested and the sale or to prosecution for a crime, nor shall forfeiture of the Premises premises or any part thereof be subject or interest therein to being condemned satisfy the same, (ii) Mortgagor giving Mortgagee written notice of its intention to contest the same in a timely manner, which, with respect to any contested tax or vacatedassessment, shall mean before any such tax, assessment or lien has been increased by reason any penalties or costs, and with respect to any contested mechanic's lien claim, shall mean within thirty (30) days after Mortgagor receives actual notice of non-compliance the filing thereof, (iii) Mortgagor making and thereafter maintaining with Mortgagee or otherwise by reason such other depository as Mortgagee may designate, a deposit of such contest; cash (b) if an adverse decision or United States government securities, in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlorddiscount form, or other deposit or security as may, in each case in formMortgagee's sole discretion, substance and amount reasonably satisfactory be acceptable to LandlordMortgagee, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as either case having a present value equal to the status of such proceedings; amount herein specified) in an amount no less than One Hundred Fifty Percent (d150%) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contestamount which, and any disposition thereof (includingin Mortgagee's reasonable opinion, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith)determined from time to time, shall be at sufficient to pay in full such contested tax, assessment or lien and penalties, costs and interest that may become due thereon in the sole cost event of and shall be paid by Tenant; (1) promptly after disposition of a final determination thereof adverse to Mortgagor or in the contest, Tenant shall comply with event Mortgagor fails to prosecute such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premisescontest as herein required, or part in lieu thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject Mortgagor providing to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.Mortgagee title insurance over

Right to Contest. TenantNotwithstanding any other provision of this Section 4.4, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws, provided that: (a) Landlord shall Grantor will not be subject deemed to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, in default solely by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the Grantor’s failure to pay any judgment resulting from tax, assessment or similar governmental charge so long as, in Beneficiary’s judgment, each of the following conditions is satisfied: (i) Grantor is engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount of such adverse decision could tax, assessment or charge; (ii) Grantor’s payment of such tax, assessment or charge would necessarily and materially prejudice Grantor’s prospects for success in such proceedings; (iii) Nonpayment of such tax, assessment or charge will not result in the imposition loss or forfeiture of any lien against the Premisesproperty encumbered hereby or any interest of Beneficiary therein; and (iv) When requested by Beneficiary, then before the commencement of Grantor deposits with Beneficiary, as security for such contestpayment which may ultimately be required, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as sum equal to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition amount of the Applicable Laws so contested; (e) such contestdisputed tax, and any disposition thereof (including, without limitation, assessment or charge plus the cost of complying therewith and paying all interest, penalties, finesadvertising charges, liabilitiesand other costs which Beneficiary estimates are likely to become payable if Grantor’s contest is unsuccessful. If Beneficiary determines that any one or more of such conditions is not satisfied or is no longer satisfied, fees and expenses Grantor will pay the tax, assessment or charge in connection therewith)question, shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply together with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premisesinterest and penalties thereon, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn within ten (10) Business Days before days after Beneficiary gives notice of such party determination. Beneficiary will make any security posted with Beneficiary pursuant to this Section 4.4 available to pay any amount Grantor is required determined to plead be liable for or answer theretois requested to pay in respect of any such tax, assessment or other charges, and, absent an Event of Default, will release any excess to Grantor.

Right to Contest. Tenant, at its expense, after prior written notice to Landlord, may contest, by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any applicable law with which Tenant is required to comply pursuant to this Lease or applicability of any Applicable Lawslien, encumbrance or charge allegedly incurred by Tenant and not permitted by this Lease, provided that: that (ai) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contestproceedings shall suspend the enforcement or collection thereof against or from Landlord and against or from the Building, (ii) neither the Building nor any rent therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeited, attached or lost, (iii) such contest is permitted under the terms of any mortgage or deed of trust encumbering the Building, (iv) Tenant shall have furnished such security, if any, as may be reasonably required by Landlord and the holder of any mortgage (or beneficiary under a deed of trust) encumbering the Building in connection with the proceedings, and (v) if such contest be finally resolved against Tenant, Tenant shall furnish promptly pay the amount required to Landlord the bond of a surety company reasonably satisfactory to be paid, together with all interest and penalties accrued thereon Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as reasonably may be required in any such contest. Tenant shall not be in default hereunder in respect to the compliance with any applicable law with which Tenant is obligated to comply or other deposit in respect to the payment of any lien, encumbrance or security charge not permitted by this Lease which Tenant is in each case in formgood faith contesting; provided that the requirements of this Section have been satisfied. Tenant, substance and amount at Tenant’s expense, with the prior written consent of Landlord which shall not be unreasonably withheld, may contest the real estate tax assessment on the Building. Landlord agrees to cooperate reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred with Tenant in connection with any such contest or non-compliance (including the costs and expenses in connection with such real estate tax assessment contest; (c) provided that Tenant shall keep reimburse Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance or other disposition of the Applicable Laws so contested; (e) such contest, and on demand for any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and reasonable expenses incurred by Landlord in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer thereto.

Right to Contest. TenantWithin thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to LandlordLessor, may contestwhich shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings prosecuted diligently and conducted in good faithfaith and with due diligence, the validity any above‑described item or applicability of any Applicable Lawslien with respect thereto, provided that: that (ai) Landlord shall not neither the Property nor any interest therein would be subject to civil in any danger of being sold, forfeited or criminal penalty or to prosecution for a crime, nor shall the Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise lost by reason of such contestproceedings; (bii) no Event of Default has occurred and is continuing; (iii) if an adverse decision and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceeding proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the failure to pay any judgment resulting from such adverse decision could result request of Lessee, execute or join in the imposition execution of any lien against the Premises, then before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, instruments or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred documents necessary in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) Tenant proceedings, but Lessor shall keep Landlord regularly advised as to the status of such proceedings; (d) such contest shall‌ be prosecuted with diligence and in good faith to final adjudication, settlement, compliance incur no cost or other disposition of the Applicable Laws so contested; (e) such contest, and any disposition thereof (including, without limitation, the cost of complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith), shall be at the sole cost of and shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant shall comply with such Applicable Laws to the extent determined by such contest; and (f) Tenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (10) Business Days before such party is required to plead or answer theretoobligation thereby.