Common use of Contest Clause in Contracts

Contest. Borrower shall not be required to pay any taxes, claims, governmental charges, or Liens being contested in accordance with the provisions of Section 4.01(a) or (b) hereof, as the case may be, so long as (i) Borrower diligently prosecutes such dispute or contest to a prompt determination in a manner not prejudicial to Lender and promptly pays all amounts ultimately determined to be owing, and (ii) Borrower provides security for the payment of such tax, assessment or governmental charge, or claim, or Lien (together with interest and penalties relating thereto) in an amount and in form and substance reasonably satisfactory to Lender. If Borrower shall fail to pay any such amounts ultimately determined to be owing or to proceed diligently to prosecute such dispute or contest as provided herein, then, upon the expiration of ten (10) days after written notice to Borrower by Lender of Lender’s reasonable determination thereof, in addition to any other right or remedy of Lender, Lender may, but shall not be obligated to, discharge the same, and the cost thereof shall be reimbursed by Borrower to Lender. The payment by Lender of any delinquent tax, assessment or governmental charge, or any claim, or Lien which Lender in good faith believes might be prior hereto, shall be conclusive between the parties as to the legality and amount so paid, and Lender shall be subrogated to all rights, equities and Liens discharged by any such expenditure to the fullest extent permitted by law.

Contest. Borrower shall not be required to pay any taxes, claims, claims or governmental charges, or claims, or Liens being contested in accordance with the provisions of Section 4.01(a) or (b) hereof, as the case may be, so long as (i) Borrower diligently prosecutes such dispute or contest to a prompt determination in a manner not prejudicial to Lender and promptly pays all amounts ultimately determined to be owing, and (ii) Borrower provides security for the payment of such tax, assessment or governmental charge, or claim, or Lien (together with interest and penalties relating thereto) in an amount and in form and substance reasonably satisfactory to Lender. If Borrower shall fail to pay any such amounts ultimately determined to be owing or to proceed diligently to prosecute such dispute or contest as provided herein, then, upon the expiration of ten (10) days after written notice to Borrower by Lender of Lender’s reasonable determination thereof, in addition to any other right or remedy of Lender, Lender may, but shall not be obligated to, discharge the same, and the cost thereof shall be reimbursed by Borrower to Lender. The payment by Lender of any delinquent tax, assessment or governmental charge, or any claim, or Lien which Lender in good faith believes might be prior hereto, shall be conclusive between the parties as to the legality and amount so paid, and Lender shall be subrogated to all rights, equities and Liens liens discharged by any such expenditure to the fullest extent permitted by law.

Contest. Borrower Tenant, if it shall not be required so desire, may contest the validity or amount of any Imposition, in which event, Tenant may defer the payment thereof during the pendency of such contest; provided, however, that Tenant shall give Landlord prior notice of any such contest and, upon request by Landlord at any time after the same shall have become due, Tenant shall deposit with the Landlord an amount sufficient to pay any taxes, claims, governmental charges, or Liens being such contested in accordance item together with the provisions of Section 4.01(a) or interest and penalties thereon (b) hereofas reasonably estimated by Landlord), as the case may be, so long as (i) Borrower diligently prosecutes such dispute or contest which amount shall be applied to a prompt determination in a manner not prejudicial to Lender and promptly pays all amounts ultimately determined to be owing, and (ii) Borrower provides security for the payment of such tax, assessment or governmental charge, or claim, or Lien (together with interest and penalties relating thereto) in an item when the amount and in form and substance reasonably satisfactory to Lender. If Borrower shall fail to pay any such amounts ultimately determined to be owing or to proceed diligently to prosecute such dispute or contest as provided herein, then, upon the expiration of ten (10) days after written notice to Borrower by Lender of Lender’s reasonable determination thereof, in addition to any other right or remedy of Lender, Lender may, but shall not be obligated to, discharge the same, and the cost thereof shall be reimbursed by Borrower to Lender. The payment by Lender of any delinquent tax, assessment or governmental chargefinally fixed and determined, or any claimTenant shall provide other security reasonably acceptable to Landlord. Nothing herein contained, or Lien which Lender in good faith believes might be prior heretohowever, shall be conclusive between the parties construed so as to allow such item to remain unpaid for a length of time that permits the legality and Premises or any part thereof to be sold for the nonpayment of the same. If the amount so paiddeposited shall exceed the amount of such payment, and Lender the excess shall be subrogated paid to Tenant or, in case there shall be any deficiency, the amount of such deficiency shall be promptly paid by Tenant to Landlord together with all rightsinterest, equities penalties or other charges accruing thereon. At any time that the Tenant hereunder is an Institutional Lender, the requirements for deposits set forth in this Section shall be waived by Landlord. For purposes of this Lease, an "Institutional Lender" shall means a bank, savings and Liens discharged by any such expenditure to the fullest extent permitted by lawloan association, insurance company, trust company, pension fund, mutual fund, retirement fund, eleemosynary, education or other financial institution.

Contest. Borrower Lessor will notify Lessee in writing of any ------- claim, whether or not proposed, that would give rise to payment by Lessee under this Section 10. If reasonably requested by Lessee in writing within thirty (30) days of Lessor's notice, and such request is accompanied by an opinion of competent tax counsel of repute selected by the Lessee and acceptable to the Lessor confirming that there is a reasonable basis for concluding that the contesting of the validity and applicability of the claim would be successful, the Lessor shall contest in the name of the Lessor but at the sole cost and expense of the Lessee, the validity and applicability of such claim by, at the discretion of the Lessor: (i) resisting payment thereof if practicable; or (ii) paying the same only under protest, if protest is necessary and proper; and (iii) if payment shall be made, seeking a refund thereof in appropriate administrative or judicial proceedings. However, Lessor shall have no such obligation to contest unless (a) prior to taking any such action the Lessee shall have indemnified Lessor to Lessor's satisfaction for all reasonable costs, expenses, losses, claims or liabilities which the Lessor may suffer or incur in connection with contesting such claim, including, without limitation, all reasonable legal and accountants' fees and disbursements, and the amount of any interest or penalties which may be payable as a result of contesting such claim, (b) if the Lessor designates that such contest is to be initiated by the payment of, and the claiming of a refund for such claim, the Lessee shall have advanced to the Lessor sufficient funds (on an interest fee basis and, if such advance results in taxable income to the Lessor on an after tax basis) to make such payment and (c) the Lessor shall not be required obliged to pay take any taxes, claims, governmental charges, or Liens being contested in accordance with the provisions of Section 4.01(a) or (b) hereof, as the case may be, so long as (i) Borrower diligently prosecutes such dispute or contest to a prompt determination in a manner not prejudicial to Lender and promptly pays all amounts ultimately determined to be owing, and (ii) Borrower provides security for the payment of such tax, assessment or governmental charge, or claim, or Lien (together with interest and penalties relating thereto) in an amount and in form and substance reasonably satisfactory to Lender. If Borrower shall fail to pay any such amounts ultimately determined to be owing or to proceed diligently to prosecute such dispute or contest as provided herein, then, upon the expiration of ten (10) days after written notice to Borrower by Lender of Lender’s reasonable determination thereof, in addition action which is contrary to any other right applicable law or remedy of Lender, Lender may, but shall not be obligated to, discharge the same, and the cost thereof shall be reimbursed by Borrower regulation or is contrary to Lender. The payment by Lender of any delinquent tax, assessment or governmental charge, or any claim, or Lien which Lender in good faith believes might be prior hereto, shall be conclusive between the parties as to the legality and amount so paid, and Lender shall be subrogated to all rights, equities and Liens discharged by any such expenditure to the fullest extent permitted by lawprudent business practice.

Contest. Borrower Tenant shall not be required have the right to pay any taxescontest the amount or validity, claimsin whole or in part by appropriate proceedings diligently conducted in good faith, governmental chargesafter payment of such Taxes, or Liens being contested unless such payment would operate as a bar to such contest, in accordance with which event, notwithstanding the provisions of Section 4.01(a3.01 hereof, payment of such Taxes shall be postponed if and only as long as: (a) neither the Premises nor any part thereof would, by reason of such postponement or deferment, be, in the reasonable judgment of Landlord, in danger of being forfeited, lost or adversely affected; (b) hereofsuch contest shall not subject Landlord or any Mortgagee (as hereinafter defined) to the risk of any criminal or civil liability; and (c) such contest shall not constitute a default under the Restrictions. Upon the termination of such proceedings, it shall be the obligation of Tenant to pay the amount of such Taxes 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 attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith, and upon such payment, Landlord or Depositary, as the case may be, so long as (i) Borrower diligently prosecutes such dispute or contest shall pay to a prompt determination Tenant, with any interest accrued thereon, any amount deposited with it in a manner not prejudicial to Lender and promptly pays all amounts ultimately determined to be owing, and (ii) Borrower provides security for the payment respect of such taxTaxes as aforesaid, assessment provided, however, that Landlord or governmental chargeDepositary, or claimas the case may be, or Lien (together with interest and penalties relating thereto) in an amount and in form and substance reasonably satisfactory to Lender. If Borrower shall fail to pay any such amounts ultimately determined to be owing or to proceed diligently to prosecute such dispute or contest as provided herein, then, upon the expiration of ten (10) days after written notice to Borrower if requested by Lender of Lender’s reasonable determination thereof, in addition to any other right or remedy of Lender, Lender may, but shall not be obligated to, discharge the same, and the cost thereof shall be reimbursed by Borrower to Lender. The payment by Lender of any delinquent tax, assessment or governmental charge, or any claim, or Lien which Lender in good faith believes might be prior heretoTenant, shall be conclusive between the parties as disburse said moneys on deposit with it directly to the legality and amount so paid, and Lender shall be subrogated imposing authority to all rights, equities and Liens discharged by any whom such expenditure to the fullest extent permitted by lawTaxes is payable.

Contest. Borrower shall not be required to pay Tenant, at Tenant's sole cost and expense, may contest ------- the validity or amount of any taxes, claims, governmental charges, or Liens being contested in accordance with the provisions of Section 4.01(a) or (b) hereof, as the case may be, so long as (i) Borrower diligently prosecutes such dispute or contest to a prompt determination in a manner not prejudicial to Lender and promptly pays all amounts ultimately determined to be owing, and (ii) Borrower provides security for the payment of such tax, assessment or governmental charge, or claim, or Lien (together with interest and penalties relating thereto) in an amount and in form and substance reasonably satisfactory to Lender. If Borrower shall fail to pay any such amounts ultimately determined to be owing or to proceed diligently to prosecute such dispute or contest as provided herein, then, upon the expiration of ten (10) days after written notice to Borrower by Lender of Lender’s reasonable determination thereofProperty Taxes, in addition to any other right or remedy of Lender, Lender which event Tenant may, but shall not be obligated to, discharge the same, and the cost thereof shall be reimbursed by Borrower to Lender. The payment by Lender of any delinquent tax, assessment or governmental charge, or any claim, or Lien which Lender in good faith believes might be prior hereto, shall be conclusive between the parties as to the legality and amount so paid, and Lender shall be subrogated to all rights, equities and Liens discharged by any such expenditure to the fullest extent permitted by law, defer the payment thereof for such period as such contest shall be actively prosecuted and shall be pending undetermined. Landlord shall not have the right to initiate and/or pursue any such contest without the prior written consent of Tenant. Landlord will cooperate with Tenant in each and every such contest and real estate tax assessment protest, and Landlord will, upon Tenant's written request and at Tenant's expense, join in the same and sign any and all necessary documents in connection therewith. Any and all refunds received as a result of any such contest or protest shall be applied first towards the payment of all costs and expenses (including reasonable attorney's fees) incurred in connection with such contest or protest and then towards reimbursing Tenant for the excess Property Taxes paid by Tenant. However, no provision of this Lease shall be construed to require Landlord to allow any such items to be contested to remain unpaid for such length of time as shall permit the Premises, or the lien thereon created by such item to be contested, to be foreclosed or sold by the federal, county or municipal taxing or assessing authority for the nonpayment thereof or for such length of time as shall constitute a default under any bona fide mortgage encumbering the Premises; provided, however, at Tenant's written request, Landlord shall give whatever notices, post whatever bonds, and perform such other acts as may be required under said mortgages in order to pursue such contests or protests, all of which acts shall be done at Tenant's cost and expense. Furthermore, if required by law, Tenant shall pay Property Taxes due hereunder even if Tenant's protest or contest with respect to earlier assessments is then still pending.

Contest. Borrower shall not be required to pay any taxes, claims, claims or governmental charges, or claims, or Liens being contested in accordance with the provisions of Section 4.01(a4.1(c)(i) or (bc)(ii) hereof, as the case may be, so long as (i) Borrower diligently prosecutes such dispute or contest to a prompt determination in a manner not prejudicial to Lender and promptly pays all amounts ultimately determined to be owing, and (ii) Borrower provides security for the payment of such tax, assessment or governmental charge, or claim, or Lien (together with interest and penalties relating thereto) in an amount and in form and substance reasonably satisfactory to Lender. If Borrower shall fail to pay any such amounts ultimately determined to be owing or to proceed diligently to prosecute such dispute or contest as provided herein, then, upon the expiration of ten (10) days after written notice to Borrower by Lender of Lender’s reasonable determination thereof, in addition to any other right or remedy of Lender, Lender may, but shall not be obligated to, discharge the same, and the cost thereof shall be reimbursed by Borrower to Lender. The payment by Lender of any delinquent tax, assessment or governmental charge, or any claim, or Lien which Lender in good faith believes might be prior hereto, shall be conclusive between the parties as to the legality and amount so paid, and Lender shall be subrogated to all rights, equities and Liens liens discharged by any such expenditure to the fullest extent permitted by law.

Contest. Borrower shall not be required to pay any taxes, claims, claims or governmental charges, or claims, or Liens being contested in accordance with the provisions of Section 4.01(a4.06(a) or (b) hereof, as the case may be, so long as (i) Borrower diligently prosecutes such dispute or contest to a prompt determination in a manner not prejudicial to Lender and promptly pays all amounts ultimately determined to be owing, and (ii) Borrower provides security for the payment of such tax, assessment or governmental charge, or claim, or Lien (together with interest and penalties relating thereto) in an amount and in form and substance reasonably satisfactory to Lender. If Borrower shall fail to pay any such amounts ultimately determined to be owing or to proceed diligently to prosecute such dispute or contest as provided herein, then, upon the expiration of ten (10) days after written notice to Borrower by Lender of Lender’s reasonable determination thereof, in addition to any other right or remedy of Lender, Lender may, but shall not be obligated to, discharge the same, and the cost thereof shall be reimbursed by Borrower to Lender. The payment by Lender of any delinquent tax, assessment or governmental charge, or any claim, or Lien which Lender in good faith believes might be prior hereto, shall be conclusive between the parties as to the legality and amount so paid, and Lender shall be subrogated to all rights, equities and Liens liens discharged by any such expenditure to the fullest extent permitted by law.