Common use of Contests Clause in Contracts

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

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

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

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

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

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

Contests. Notwithstanding anything If any claim shall be made against GE Capital or if any proceeding shall be commenced against GE Capital (including by written notice of such proceeding) for any Collateral Taxes which Aladdin Gaming is obligated to pay pursuant to this Section 4, or if GE Capital shall reasonably determine that any Collateral Taxes which Aladdin Gaming may have an obligation to pay under this Section 4 may be payable, GE Capital shall promptly (and in any event within 30 days) notify Aladdin Gaming in writing (provided that failure to so notify shall not alter GE Capital's rights under Section 4 except to the contrary herein containedextent (and then only to the extent that) such failure precludes or materially adversely affects the ability to conduct a contest of such Collateral Taxes) and shall not take any action with respect to such claim without written consent of Aladdin Gaming (and such consent shall not be unreasonably withheld or unreasonably delayed) for 30 days after receipt of such notice by Aladdin Gaming; provided, Mortgagor however, that in the case of any such claim or proceeding, if GE Capital shall have be required by law or regulation to take action prior to the right end of such 30 day period, GE Capital shall in such notice to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’Aladdin Gaming, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”)so inform Aladdin Gaming, and GE Capital shall not take any action with respect to such claim, proceeding or Collateral Taxes without the consent of Aladdin Gaming (such consent shall not be unreasonably withheld or unreasonably delayed) for 10 days after the receipt of such notice by Aladdin Gaming unless GE Capital shall be required by law or regulation to take action prior to the end of such 10 day period. Provided that no Contested Liens shall constitute an Event of Default hereunderhas occurred and is continuing, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same Aladdin Gaming shall be asserted; entitled for a period of 30 days from receipt of such notice from GE Capital (b) Mortgagor or such shorter period as GE Capital has notified Aladdin Gaming is required by law or regulation for GE Capital to commence such contest), to request in writing that GE Capital contest the imposition of such Collateral Tax, at Aladdin Gaming's expense. In its sole discretion, GE Capital shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and control the contest, acting through counsel reasonably acceptable to the extent that any such Contested Lien shall be determined adverse to MortgagorAladdin Gaming, or (ii) forthwith upon demand take all reasonable steps to enable Aladdin Gaming to control the contest. The party controlling the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Collateral Taxes (or claim for refund) but the decision regarding what actions to be taken shall be made by Mortgagee ifthe controlling party in its sole judgment; provided, however, that if GE Capital is the controlling party and Aladdin Gaming recommends the acceptance of a settlement offer made by the relevant taxing authority and GE Capital rejects the settlement offer, then the portion of the Collateral Taxes at issue in the claim which are payable by Aladdin Gaming shall not exceed the amount which would have been owed if the settlement offer would have been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest and shall provide the noncontrolling party with a copy of (or appropriate excepts from) any reports or claims issued by the relevant taxing authority to the controlling party thereof, in connection with such claim or contest thereof. Notwithstanding anything contained herein to the opinion of Mortgageecontrary, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but GE Capital shall not be required to, pay all to contest (and Aladdin Gaming shall not be permitted to contest) a claim with respect to the imposition of Collateral Taxes if GE Capital waives its right to payment from Aladdin Gaming for such Contested Liens Collateral Taxes (and Lien Amounts and interest and penalties thereon and any claim with respect to such year or any other sums taxable year the contest of which is materially adversely affected as may be necessary in the judgment of the Mortgagee to obtain the release and discharge a result of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidwaiver).

Contests. Notwithstanding anything (a) If any Taxing Authority asserts a Tax Claim in respect of any QNX Entity, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the contrary herein contained, Mortgagor other party or parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) In the case of a Tax Proceeding involving a QNX Entity in respect of any taxable period that ends on or before the Closing Date Parent shall have the right to contest control, at its own expense, such Tax Proceeding; provided, however, that with respect to any Tax Proceeding in respect solely of a QNX Entity, which Tax Proceeding would reasonably be expected to have an adverse effect on the Buyers or any of their Affiliates (including the relevant QNX Entity) (i) Parent shall consult with Buyers before taking any significant action in connection with such Tax Proceeding, (ii) the Buyers shall be entitled to participate in such Tax Proceeding at Buyer’s expense (along with counsel and other advisors of their choice) and (iii) Parent shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Buyers (which consent shall not be unreasonably withheld or delayed), to the extent such settlement or compromise would reasonably be expected to result in an adverse effect on the Buyers that is material, provided that if such consent is withheld by appropriate legal proceedings diligently prosecuted Buyers, control of such Tax Proceeding shall be assumed by Buyers at their own expense and Parent’s liability for any Taxes imposed (including Parent Taxes) resulting from such Tax Proceeding shall not exceed the amount that would have been due under such settlement or assessed upon compromise (Parent’s liability for Taxes in excess of the Premises or which may be or become a lien thereon and any mechanics’amount that would so have been due, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien AmountExcess Taxes”) (and, notwithstanding any other provision, Buyer shall indemnify Parent against any such Excess Taxes, to the extent any such Taxes are due or payable to any Tax Authority by Parent or any of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest its subsidiaries or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee;Affiliates (other than any QNX Entity)). (c) Mortgagor In the case of a Tax Proceeding for a Straddle Period of a QNX Entity, the Buyers shall diligently prosecute have the contest right to control, at their own expense, such Tax Proceeding; provided, however, that (i) the Buyers shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (ii) Parent shall be entitled to participate in such Tax Proceeding (along with counsel and other advisors of its choice), (iii) Buyers shall take all actions in connection with such Tax Proceeding that relate to a Pre-Closing Period no differently than any Contested Lien action in connection with such Tax Proceeding that relates to a Post-Closing Period, and in all cases shall treat any such Tax Proceeding as if any and all liability for Taxes resulting therefrom were the responsibility of Buyers and (iv) the Buyers shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, to the extent that such settlement or compromise would result in an indemnification payment by appropriate legal proceedings having Parent for any Parent Taxes or otherwise reasonably be expected to result in an adverse effect on Parent, provided that if such consent is withheld by Parent and Buyers have complied with all their covenants hereunder in relation to such Tax Proceeding, then, notwithstanding any other provision of this Agreement, Parent’s liability for Taxes pursuant to Section 6.2(a) shall include and Parent shall indemnify the effect Buyers and each of staying their subsidiaries and Affiliates (including the foreclosure or forfeiture QNX Entities) and hold them harmless from and against the amount of Taxes resulting from such Tax Proceeding that are in excess of the Premises, and shall permit Mortgagee to be represented in any amount that would have been due under such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); andsettlement or compromise. (d) Mortgagor In the case of a Tax Proceeding involving a QNX Entity (other than any Tax Proceeding described in Sections 6.5(b) or 6.5(c)) Buyers shall pay have the right to control, at their own expense, such Contested Lien Tax Proceeding, Parent shall not have any right to participate in any such Tax Proceeding and all Lien Amounts together with interest Section 6.5(a) shall not apply to such a Tax Claim; provided, however, that if such Tax Proceeding would reasonably be expected to have an adverse effect on Parent or any of its Affiliates, and penalties thereon only at such time when it becomes readily apparent that such Tax Proceedings would be expected to have such an effect (the “Contest Relevant Time”), (i) if the Buyer shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (ii) Parent shall be entitled to participate in such Tax Proceeding (along with counsel and other advisors of its choice), and (iii) from and after the Contest Relevant Time, the Buyers shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), to the extent that such settlement or compromise would result in an indemnification payment by Parent for any Parent Taxes or otherwise reasonably be expected to result in an adverse effect on Parent that is material. (e) Notwithstanding any other provision, Parent shall have the exclusive right to control in all respects, including as to settlement, any Tax Proceeding relating to any Combined Tax Return, the Buyers shall not have any right to participate in any such Contested Lien shall be determined adverse to Mortgagor, or (iiTax Proceeding and Section 6.5(a) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all apply to such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaida Tax Claim.

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

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

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

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

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

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

Contests. New Holdco agrees to give written notice to the Xxxxxxx Appointees of the receipt of any written notice by any AINC Party, and the Bennetts agree to give to New Holdco written notice of the receipt of any written notice by any of them or MJB Investments, of a Tax Claim which could result in liability for, or could reasonably be expected to adversely affect, the other Party. The Xxxxxxx Appointees shall have the right (but not the obligation) to control, at their own expense (taking into account payments made under the Transition Cost Sharing Agreement), the contest or resolution of any Tax Claim that relates solely to a Pre-Closing Tax Period; provided, that, (a) the Xxxxxxx Appointees will have provided written notice to New Holdco within 30 days of the receipt of written notice of the Tax Claim of their intention to control such Tax Claim, and (b) the Xxxxxxx Appointees will obtain the prior written consent of New Holdco (which consent will not be unreasonably withheld or delayed) before entering into any settlement or concession of such Tax Claim if such settlement or concession could reasonably be expected to adversely affect any AINC Party; provided, further, that to the extent such Tax Claim could reasonably be expected to adversely affect any AINC Party or relates to any entity-level Tax liability of a Remington Company, (x) New Holdco will be entitled to participate in the defense of such Tax Contest and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne by New Holdco, and (y) the Xxxxxxx Appointee will promptly keep New Holdco reasonably informed of all material developments related to such Tax Claim, promptly provide New Holdco with copies of (and a reasonable opportunity to comment on) all written materials to be provided to the applicable Governmental Authority (including good faith consideration of any such comments) related to such Tax Claim (or the relevant excerpts thereof), and promptly provide New Holdco with copies of any correspondence received from the applicable Governmental Authority related to such Tax Claim (or relevant excerpts thereof). The AINC Parties may control the contest or resolution of and defend against any Tax Claim to the extent the Xxxxxxx Appointees are not entitled to control such Tax Claim, or have not timely notified the AINC Parties that they will control such Tax Claim, pursuant to the preceding sentence, at the sole cost and expense of the AINC Parties; provided that the AINC Parties will promptly notify the Xxxxxxx Appointees upon taking control of such Tax Claim and the Xxxxxxx Appointees will be entitled to participate in the defense of such Tax Claim and to employ counsels of their choice for such purpose, the fees and expenses of which separate counsel will be borne by the respective Remington Parties (taking into account payments made under the Transition Cost Sharing Agreement); provided further that (i) such Tax Claim may not be settled or conceded without the prior written consent of the Xxxxxxx Appointees, which consent will not be unreasonably withheld or delayed, and (ii) the AINC Parties will promptly keep the Xxxxxxx Appointees reasonably informed of all material developments related to such Tax Claim, promptly provide the Xxxxxxx Appointees with copies of (and a reasonable opportunity to comment on) all written materials to be provided to the applicable Governmental Authority (including good faith consideration of any such comments) related to such Tax Claim (or the relevant excerpts thereof), and promptly provide the Xxxxxxx Appointees with copies of any correspondence received from the applicable Governmental Authority related to such Tax Claim (or the relevant excerpts thereof). In the event of a conflict between this Section 7.05 and any other section of this Agreement, this Section 7.05 will govern with respect to the control of Tax Claims. Notwithstanding anything to the contrary herein containedin this Article VII, Mortgagor shall have subject to the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’Transition Cost Sharing Agreement, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture none of the PremisesAINC Parties will have any rights with respect to any Tax Claim with respect to Kylemore Investments, and shall permit Mortgagee LP (including any Tax Claim with respect to be represented in an affiliated, combined, consolidated, unitary or similar group that includes Kylemore Investments, LP) that is not with respect to any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel Remington Company (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demandother than RHC); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaid.

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

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

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

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

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

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

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

Contests. Notwithstanding anything to A. Upon prior written notification and written consent of the contrary herein containedLandlord, Mortgagor Tenant shall have the right to contest the amount or validity, in whole or in part, of any Imposition imposed by governmental authority by appropriate legal proceedings diligently prosecuted conducted in good faith and according to applicable laws or regulations, but only after payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event Tenant may postpone or defer payment of such Imposition or portion thereof in accordance with applicable laws and if: (i) neither the Premises nor any Taxes imposed part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost, and (ii) Tenant shall have deposited with Landlord or the holder of any mortgage the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed upon against or become a charge on the Premises or any part thereof in such proceedings. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may be or become a lien thereon and have been deferred during the prosecution of such proceedings, together with any mechanics’costs, materialmen’s fees, interest, penalties or other liens or claims for lien upon the Premises (all herein called “Contested Liens”)liabilities in connection therewith, and no Contested Liens upon such payment, Landlord shall, provided an Event of Default as defined in this Lease shall not have occurred, return, without interest, any amount deposited with it with respect to such Imposition as aforesaid. Provided an Event of Default shall not have occurred, such payment, at Tenant's request, shall be made by Landlord, out of the amount deposited with it with respect to such Imposition as aforesaid, to the extent that such amount is sufficient therefor, and the balance due, if any, shall be paid by Tenant. If, at any time during the continuance of such proceedings, Landlord shall deem the amount deposited as aforesaid to be insufficient, Tenant shall, upon demand, make an additional deposit, as aforesaid, of such additional sum as Landlord reasonably may request, and failure of Tenant to do so shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at and the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as theretofore deposited may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien applied by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and Landlord to the extent that any such Contested Lien shall be determined adverse to Mortgagorpayment, or (ii) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release removal and discharge of such liens; Imposition, and the interest and penalties in connection therewith and any amount expended by Mortgagee costs, fees or other liability accruing in so doing any such proceedings, and the balance, if any, shall be so much additional Indebtedness bearing interest returned to Tenant. B. Landlord shall similarly have an absolute right at Landlord's expense to seek a reduction in the Default Rate until paidvaluation of the Premises assessed for tax purposes if Tenant has elected not to contest the amount or validity of the Imposition or the Landlord may elect to jointly participate with Tenant in any proceedings commenced by Tenant. Landlord shall have the right to prosecute any action or proceeding commenced by Tenant for a reduction in such assessed valuation or valuations which shall in whole or in part relate and pertain to any period of time subsequent to the expiration or termination of this Lease. To the extent to which any refund payable as a result of any proceeding which Landlord or Tenant may institute, or payable by reason of compromise or settlement of any proceeding, may be based upon a payment made by (a) persons including the Landlord, the Landlord shall collect the same and reimburse itself forthwith for any expense incurred by Landlord in connection herewith including reasonable attorneys' fees and disbursements, and payable upon demandthe balance of any refund shall be prorated among the persons causing such payment to be made; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaid.or

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

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

Contests. Notwithstanding anything If any claim shall be made against any Indemnitee or if any -------- proceeding shall be commenced against any Indemnitee (including a written notice of such proceeding) for any Imposition as to which the Lessee may have an indemnity obligation pursuant to this Section 24.4, or if any Indemnitee shall ------------ determine that any Imposition to which the Lessee may have an indemnity obligation pursuant to this Section 24.4 may be payable, such Indemnitee shall ------------ promptly (and in any event, within 30 days) notify the Lessee in writing (provided that failure to so notify the Lessee within 30 days shall not alter --------- such Indemnitee's rights under this Section 24.4 except to the contrary herein containedextent such ------------ failure precludes or materially adversely affects the ability to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, Mortgagor proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by the Lessee; provided, however, that in -------- ------- the case of any such claim or proceeding, if such Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnitee shall in such notice to the Lessee, so inform the Lessee, and such Indemnitee shall not take any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 10 days after the receipt of such notice by the Lessee unless the Indemnitee shall be required by law or regulation to take action prior to the end of such 10-day period. The Lessee shall be entitled for a period of 30 days from receipt of such notice from the Indemnitee (or such shorter period as the Indemnitee has notified the Lessee is required by law or regulation for the Indemnitee to commence such contest), to request in writing that such Indemnitee contest the imposition of such Tax, at the Lessee's expense. If (x) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax liability of such Indemnitee for which the Lessee has not agreed to indemnify such Indemnitee, (y) such contest must be pursued in the name of the Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnitee for which the Lessee has not agreed to indemnify such Indemnitee or (z) the Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided -------- that in the case of a contest described in clause (y), if the Indemnitee ---------- determines in good faith that such contest by the Lessee could have a material adverse impact on the business or operations of the Indemnitee and provides a written explanation to the Lessee of such determination, the Indemnitee may elect to control or reassert control of the contest, and provided, that by -------- taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and provided, further, that in determining the application of clauses (x) and (y) of -------- ------- ----------- --- the preceding sentence, each Indemnitee shall take any and all reasonable steps to segregate claims for any Taxes for which the Lessee indemnifies hereunder from Taxes for which the Lessee is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. In all other claims requested to be contested by the Lessee, the Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or the Indemnitee required to contest) any claim, (A) if such Indemnitee provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Property or any part of any thereof unless the Lessee shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become posted and maintained a lien thereon and any mechanics’, materialmen’s bond or other liens or claims for lien upon security satisfactory to the Premises relevant Indemnitee in respect to such risk, (all herein called “Contested Liens”), and no Contested Liens shall constitute B) if an Event of Default hereunder, if, but only if: (a) Mortgagor has occurred and is continuing unless the Lessee shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee have posted and maintained a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be other security satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the relevant Indemnitee in respect of the Taxes subject to such claim and any and all expenses for which the Lessee is responsible hereunder reasonably foreseeable in connection with the contest of any Contested Lien by appropriate legal proceedings having such claim, (C) unless the effect of staying Lessee shall have agreed to pay and shall pay, to such Indemnitee on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnitee may incur in connection with contesting such Imposition including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the foreclosure or forfeiture payment of the PremisesTax prior to the contest, unless the Lessee shall provide to the Indemnitee an interest- free advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax costs to such Indemnitee). In addition for Indemnitee controlled contests and claims contested in the name of the Indemnitee in a public forum, no contest shall be required: (A) unless the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnitee for which the Lessee may be liable to pay an indemnity under this Section 24.4(b)) exceeds $500,000 and (B) unless, if requested by the --------------- Indemnitee, the Lessee shall have provided to the Indemnitee an opinion of counsel selected by the Lessee (which may be in-house counsel) (except, in the case of income taxes indemnified hereunder which shall be an opinion of independent tax counsel selected by the Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim. In no event shall a Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgement, provided, however, that if -------- ------- the Indemnitee is the controlling party and the Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Indemnitee rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall permit Mortgagee provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to be represented the controlling party thereof, in connection with such claim or the contest thereof. Each Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any such contest and shall pay all expenses incurredaction, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and suit or proceeding to the extent that permitted by this Section 24.4(b). No Indemnitee shall enter into any --------------- settlement or other compromise or fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 24.4 (and ------------ with respect to which contest is required under this Section 24.4(b)) without --------------- the prior written consent of the Lessee, unless such Contested Lien shall Indemnitee waives its right to be determined adverse indemnified under this Section 26.5 with respect to Mortgagorsuch claim. ------------ Notwithstanding anything contained herein to the contrary, or a Indemnitee will not be required to contest (ii) forthwith upon demand by Mortgagee if, in and the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but Lessee shall not be required to, pay all permitted to contest) a claim with respect to the imposition of any Tax if such Contested Liens Indemnitee shall waive its right to indemnification under this Section 24.4 with respect to ------------ such claim (and Lien Amounts and interest and penalties thereon and any claim with respect to such year or any other sums taxable year the contest of which is materially adversely affected as may be necessary in the judgment of the Mortgagee to obtain the release and discharge a result of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidwaiver).

Contests. Notwithstanding anything Whenever any Taxing Authority sends a notice of any audit, initiates an examination of the Company, or otherwise asserts a claim, makes an assessment, or disputes the amount of Taxes (each, a “Tax Contest”) with respect to the contrary herein containedany: (i) Pre-Closing Tax Period (excluding a Straddle Period), Mortgagor Buyer shall promptly inform Interest Sellers and Interest Sellers shall have the right to contest by appropriate legal proceedings diligently prosecuted control any Taxes imposed or assessed upon resulting Proceedings (at their own expense) and, subject to the Premises or which may be or become a lien thereon immediately following sentence, to determine whether and when to settle any mechanics’such Tax Contest; provided however, materialmen’s or other liens or claims for lien upon that (A) Interest Sellers shall keep Buyer apprised of all developments relating to any such Tax Contest and shall conduct the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice defense of any Contested Lien such Tax Contest diligently and in good faith and (B) Buyer shall have the right to Mortgagee participate in such Tax Contest at its own expense. Interest Sellers shall not settle, compromise and/or concede any portion of a Tax Contest if such settlement, compromise and/or concession would have an adverse impact on Buyer or the Company for any Post-Closing Tax Period, including a post-Closing Straddle Period, without the consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned. If, with respect to any Tax Contest, Interest Sellers fail diligently to defend or prosecute such Tax Contest to a final determination, then Buyer shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the time the same sole cost, expense and risk of Interest Sellers, such Tax Contest. Buyer shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the have full amount (herein called “Lien Amount”) control of such Contested Lien, together with defense or prosecution and such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doingProceedings, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand)any settlement or compromise thereof; andor (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee ifPost-Closing Tax Period (including a Straddle Period), Buyer shall have the right to control any resulting Proceedings and, subject to the immediately following sentence, to determine whether and when to settle any such Tax Contest; provided, however, in the opinion case of Mortgageea Tax Contest that relates to a Straddle Period, and notwithstanding Interest Sellers shall have the right to participate in such Tax Contest at their own expense. Buyer shall not settle, compromise and/or concede any portion of a Tax Contest if such contestsettlement, compromise and/or concession would have an adverse impact on Interest Sellers for any Pre-Closing Tax Period, including a pre-Closing Straddle Period, without the Premises shall be in jeopardy or in danger consent of being forfeited or foreclosed; provided that if Mortgagor shall fail so to doInterest Sellers, Mortgagee may, but which consent shall not be required tounreasonably withheld, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond conditioned or title indemnity furnished as aforesaiddelayed.

Contests. Notwithstanding anything to the contrary herein contained, Mortgagor Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate legal proceedings diligently prosecuted any Taxes imposed conducted in good faith but only after payment of such Imposition unless such payment would operate as a bar to such contest or assessed upon interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of SECTION 4.1 hereof, payment of such Imposition shall be postponed if and only so long as: 4.3.1 neither the Premises or which may be or become a lien thereon and nor any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) part thereof would by reason of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest postponement or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee ifdeferment be, in the opinion reasonable judgment of MortgageeLandlord, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided lost, and 4.3.2 Landlord would not be, by reason of such postponement or deferment, subject to any actual or threatened criminal sanctions or penalties or personal liability, as Landlord shall determine in its reasonable judgment, and 4.3.3 Tenant shall have deposited with the affected governmental unit or Landlord cash or other security reasonably acceptable to Landlord in the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that if Mortgagor may or might be assessed against or become a charge on the Premises or any part thereof in such proceedings, and 4.3.4 no Mortgage would by reason of such postponement or deferment be, in the reasonable judgment of Landlord, in danger of being put in default or foreclosure. Upon the termination of such proceedings, it shall fail be the obligation of Tenant to pay the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including reasonable counsel fees), interest, penalties or other liabilities in connection therewith, and upon such payment in full, Landlord shall return to Tenant any amount deposited with it with respect to such Imposition as aforesaid. If at any time during the continuance of such proceedings Landlord shall reasonably deem the amount deposited as aforesaid insufficient, Tenant shall, upon demand, make an additional deposit of such additional sums or other acceptable security as Landlord reasonably may request, and upon failure of Tenant so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as the amount theretofore deposited may be necessary in applied by Landlord to the judgment of the Mortgagee to obtain the release payment, removal and discharge of such liens; Imposition and the interest and penalties in connection therewith and any amount expended by Mortgagee costs, fees (including reasonable counsel fees) or other liability accruing against Landlord or the Premises in so doing any such proceedings, and the balance, if any, shall be so much additional Indebtedness bearing interest at returned to Tenant or the Default Rate until paiddeficiency, and payable upon if any, shall be paid by Tenant to Landlord on demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaid.

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

Contests. Notwithstanding anything (i) After the Closing, Buyer, on the one hand, and QuickHire, XxXxxxxxx and Xxxxxxxxx, on the other hand, shall promptly notify each other in writing of any demand or claim received by QuickHire, McCarrick, Hochstein, Buyer or ITi from any tax authority or other party with respect to taxes for which QuickHire, XxXxxxxxx and Xxxxxxxxx are liable pursuant to Section 6.5(b)(i). Such notice shall contain factual information (to the contrary extent known) describing the asserted tax liability in reasonable detail and shall include copies of any notice or other document received from any tax authority in respect of any such asserted tax liability. (ii) QuickHire, XxXxxxxxx and Xxxxxxxxx may elect to control the conduct, through counsel of their own choosing and at their own expense, of any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 6.5(b)(i) (any such audit, claim for refund or proceeding relating to an asserted tax liability is referred to herein containedas a "Contest"). If QuickHire, Mortgagor XxXxxxxxx and Xxxxxxxxx elect to control such a Contest, they shall within twenty (20) calendar days of receipt of the notice of asserted tax liability notify Buyer of their intent to do so, and QuickHire, XxXxxxxxx and Xxxxxxxxx shall have all rights to settle, compromise and/or concede such asserted liability; provided, however, that Buyer shall have the right to contest by appropriate legal proceedings diligently prosecuted consult with QuickHire, XxXxxxxxx and Xxxxxxxxx regarding any Taxes imposed or assessed upon Contest that may affect ITi for any period after the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; Closing Date and provided further that Mortgagee QuickHire, XxXxxxxxx and Xxxxxxxxx shall not have the right to settle, compromise and/or concede any such Contest that may affect ITi for any period after the Closing Date without Buyer's prior written consent, which consent shall not be unreasonably withheld. If QuickHire, XxXxxxxxx and Xxxxxxxxx elect not to control such a Contest or fail to notify Buyer of their election as herein provided, Buyer may pay, compromise or contest such Contest, at its own expense, subject to (i) reimbursement by QuickHire, XxXxxxxxx and Xxxxxxxxx of reasonable third party expenses and (ii) the indemnification obligations of QuickHire, XxXxxxxxx and Xxxxxxxxx under Section 6.5(b)(i). (iii) In the event that Xxxxxxxxx or any of his affiliates shall after the Closing take any position in any tax return, or reach any settlement or agreement on audit, regarding ITi which is in any manner inconsistent with any position taken by Xxxxxxxxx in any filing, settlement or agreement made by Xxxxxxxxx prior to the Closing and such case use inconsistent position (i) requires the payment by Buyer of more tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the assets or properties of ITi or (iii) accelerates the time at which any tax must be paid by Buyer, then Xxxxxxxxx, in each such case, shall provide timely and apply monies deposited as provided reasonable notice to Buyer of such position and QuickHire, XxXxxxxxx and Xxxxxxxxx shall, jointly and severally, indemnify Buyer and hold it harmless from any tax liability or tax cost or any loss arising from, in subsection (b) above and may demand payment upon any bond connection with or title indemnity furnished as aforesaidotherwise with respect to such position.

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

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

Contests. Notwithstanding anything If any claim shall be made against any Tax Indemnitee or if -------- any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall ----------- determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly ----------- notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, and, to the contrary herein containedextent that the Lessee desire to, Mortgagor assume and control the defense thereof; provided, however, that the Lessee shall have acknowledged in writing -------- ------- its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the right contest is unsuccessful; and, provided further, that -------- ------- the Lessee shall not be entitled to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon assume and control the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice defense of any Contested Lien to Mortgagee such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the time sole reasonable cost and expense of the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit Lessee, on behalf of the Lessee with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may representatives reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (iLessee) if and to the extent that that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or, except in the case of the Lessor, any material risk of civil liability on such Contested Tax Indemnitee in excess of $10,000,000 or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security reasonably satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves any federal or any state income tax liability of the Tax Indemnitee not indemnified by the Lessee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be determined adverse required to Mortgagor, conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) forthwith upon demand by Mortgagee if, in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of Mortgageesuch counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be -------- ------- required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and notwithstanding with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's reasonable expense supply the Lessee with such contestinformation and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are reasonably necessary or advisable for the Lessee to participate in any action, suit or proceeding to the Premises extent permitted by this Section 7.4. Unless an Event of Default shall have occurred ----------- and be in jeopardy continuing, no Tax Indemnitee shall enter into any settlement or in danger other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of being forfeited or foreclosed; provided that if Mortgagor shall fail so to dothe Lessee, Mortgagee may, but which consent ----------- shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section ------- 7.4 with respect to such Claim. --- Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to, pay all to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Contested Liens Tax Indemnitee shall waive its right to indemnification under this Section 7.4 ----------- with respect to such claim (and Lien Amounts and interest and penalties thereon and such any related claim with respect to other sums taxable years the contest of which is precluded as may be necessary in the judgment of the Mortgagee to obtain the release and discharge a result of such liens; waiver) and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and may demand payment upon any bond or title indemnity furnished as aforesaidshall have previously been decided adversely, unless the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim in light of such adverse decision. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.

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

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

Contests. Notwithstanding anything If any claim shall be made against any Indemnitee or -------- if any proceeding shall be commenced against any Indemnitee (including a written notice of such proceeding) for any Imposition as to which the Lessee may have an indemnity obligation pursuant to this Section 27.3, or if any Indemnitee shall determine that any Imposition to which the Lessee may have an indemnity obligation pursuant to this Section 27.3 may be payable, such Indemnitee shall, within thirty (30) days, notify the Lessee in writing (provided that failure to so notify the Lessee within thirty (30) days shall not alter such Indemnitee's rights under this Section 27.3 except to the contrary herein containedextent such failure precludes the ability to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, Mortgagor proceeding or Impositions without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after the receipt of such notice by the Lessee; provided, however, that in the case of any such claim or proceeding, -------- ------- if such Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnitee shall in such notice to the Lessee, so inform the Lessee, and such Indemnitee shall not take any action with respect to such claim, proceeding or Impositions without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Lessee unless such Indemnitee shall be required by law or regulation to take action prior to the end of such 10-day period. The Lessee shall be entitled for a period of sixty (60) days from receipt of such notice from such Indemnitee (or such shorter period as such Indemnitee has notified the Lessee is required by law or regulation for such Indemnitee to commence such contest), to request in writing that such Indemnitee contest the imposition of such Tax, at the Lessee's expense. If (x) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax liability of such Indemnitee for which the Lessee has not agreed to indemnify such Indemnitee or (y) such Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided, that by taking control of the contest, the Lessee acknowledges that it is responsible for the Impositions ultimately determined to be due by reason of such claim. In all other claims requested to be contested by the Lessee, such Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or such Indemnitee required to contest) any claim (A) if such Indemnitee provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Property Lien) on the Property or any part of any thereof unless the Lessee shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become posted and maintained a lien thereon and any mechanics’, materialmen’s bond or other liens or claims for lien upon security satisfactory to the Premises relevant Indemnitee in its sole discretion in respect to such risk, (all herein called “Contested Liens”), and no Contested Liens shall constitute an B) if a Lease Event of Default hereunderhas occurred and is continuing, if, but only if: (a) Mortgagor unless the Lessee shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee have posted and maintained a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be other security satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the relevant Indemnitee in its sole discretion in respect of the Taxes subject to such claim and any and all expenses for which the Lessee is responsible hereunder is reasonably foreseeable in connection with the contest of any Contested Lien by appropriate legal proceedings having such claim, (C) unless the effect of staying the foreclosure or forfeiture of the Premises, Lessee shall have agreed to pay and shall permit Mortgagee pay, to be represented such Indemnitee on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnitee may incur in any connection with contesting such contest Impositions including all reasonable legal, accounting and shall pay all expenses incurred, in so doing, including investigatory fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to Mortgagordisbursements, or (iiD) forthwith upon demand if such contest shall involve the payment of the Tax prior to the contest, unless the Lessee shall provide to such Indemnitee an interest-free advance in an amount equal to the Impositions that the Indemnitee is required to pay (with no additional net after-tax costs to such Indemnitee). In addition, for Indemnitee controlled contests and claims contested in the name of such Indemnitee in a public forum, no contest shall be required: (A) unless the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnitee with respect to any period for which the Lessee may be liable to pay an indemnity under this Section 27.3(b)) exceeds $100,000 and (B) unless, if requested by Mortgagee ifsuch Indemnitee, the Lessee shall have provided to such Indemnitee an opinion of counsel selected by the Lessee and reasonably acceptable to such Indemnitee (except, in the case of income taxes indemnified hereunder, in which case such opinion shall be an opinion of Mortgageeindependent tax counsel selected by such Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim (or, in the case of an appeal of an adverse determination, and notwithstanding any opinion of such contestcounsel to the effect that there is substantial authority for the position asserted in such appeal). In no event shall an Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but an Indemnitee shall not be required toto contest any claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 27.3(b), pay all unless there shall have been a change in law (or interpretation thereof) and the Indemnitee shall have received, at the Lessee's expense, an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to the Indemnitee stating that as a result of such Contested Liens change in law (or interpretation thereof), it is more likely than not that the Indemnitee will prevail in such contest. The party conducting the contest shall consult in good faith with the other party and Lien Amounts its counsel with respect to the contest of such claim for Taxes but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgement. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and interest shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Indemnitee shall, at the Lessee's expense, supply the Lessee with such information and penalties thereon documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 27.3(b). Notwithstanding anything in this Section 27.3(b) to the contrary, no Indemnitee shall enter into any settlement or other compromise or fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 27.3 (and with respect to which contest is required under this Section 27.3(b)) without the prior written consent of the Lessee, unless such other sums as Indemnitee waives its right to be indemnified under this Section 27.3 with respect to such claim. No settlement of any contest may be necessary in made by the judgment Lessee without the Indemnitee's written consent, which consent shall not be unreasonably withheld. Notwithstanding anything contained herein to the contrary, a Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Indemnitee shall waive its right to indemnification under this Section 27.3 with respect to such claim (and any claim with respect to such year or any other taxable year the Mortgagee to obtain the release and discharge contest of which is materially adversely affected as a result of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidwaiver).

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

Contests. Notwithstanding anything (a) If an adjustment shall be proposed by the IRS in writing that, if sustained, would result in a Loss for which Old Dominion could be required to indemnify the Owner Participant under this Agreement, the Owner Participant agrees promptly to notify Old Dominion in writing of such proposed adjustment; PROVIDED, HOWEVER, that any failure to provide such notice shall not relieve Old Dominion of any obligation to indemnify the Owner Participant hereunder unless such failure effectively precludes the initiation or continuation of the contest of such adjustment. If (i) within 30 days after receipt of such notice Old Dominion shall request in writing that the Owner Participant contest such proposed adjustment and (ii) the Owner Participant shall have received, at the commencement of the contest and before each level of judicial proceeding, an opinion of Independent Tax Counsel, to the contrary herein containedeffect that there is a Reasonable Basis for contesting the proposed adjustment (and, Mortgagor in the case of an appeal from an adverse judicial determination, an opinion from such counsel to the effect that it is more likely than not) that such adverse determination will be reversed or substantially modified upon appeal in a manner favorable to the taxpayer) (which opinions (a) will be furnished at Old Dominion's expense, and (b) the Owner Participant will assist in good faith and with diligence in promptly procuring), the Owner Participant shall contest such proposed adjustment; PROVIDED, HOWEVER, that the Owner Participant may, in its sole discretion, either pay the tax proposed and xxx for a refund or contest the proposed adjustment in any permissible forum considering, however, in good faith such requests as Old Dominion may make concerning the most appropriate forum in which to proceed. Notwithstanding the foregoing, the Owner Participant shall not be required to pursue any such contest unless (v) Old Dominion shall have agreed in writing to pay and shall be paying on demand all reasonable costs and expenses that the right Owner Participant shall incur in connection with contesting such proposed adjustment, including, without limitation, reasonable attorneys', accountants' and investigatory fees and disbursements; (w) the proposed adjustment that could result in a payment by Old Dominion (if a lump-sum amount were to contest be paid pursuant to Section 4(b)(2) hereof) in connection with such proposed adjustment, taking into account the amount of all similar and logically related adjustments with respect to the transactions contemplated by appropriate legal proceedings diligently prosecuted the Operative Documents that could be raised in an audit of any Taxes imposed or assessed upon other taxable year of the Premises or which may Owner Participant (including any future taxable year) not barred by the statute of limitations shall be or become a lien thereon at least $100,000 and at least $250,000 with respect to any mechanics’, materialmen’s or other liens or claims for lien upon the Premises judicial appeal; (all herein called “Contested Liens”), and x) no Contested Liens shall constitute an Event of Default hereundershall have occurred and be continuing; and (y) if the Owner Participant shall determine to pay the tax proposed and xxx for a refund, ifOld Dominion shall advance to the Owner Participant on an interest-free basis and with no additional net after-tax cost to the Owner Participant sufficient funds to pay the tax and interest, but only if: penalties and additions to tax payable with respect thereto (a) Mortgagor to the extent such amount is indemnified against pursuant to Section 4 hereof (an "Advance")); and PROVIDED, HOWEVER, that the Owner Participant shall forthwith give notice of not be required to pursue any Contested Lien appeal to Mortgagee at the time the same shall be asserted;United States Supreme Court. (b) Mortgagor In connection with any proposed adjustment described in Section 6(a) hereof, the Owner Participant shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) not make payment of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during proposed adjustment for at least 30 days after the period giving of contest; provided that in lieu written notice of such proposed adjustment to Old Dominion (except that if the Owner Participant shall be required by law or regulation to take action with respect to any such adjustment prior to the end of such 30-day period, the Owner Participant shall, in such notice to Old Dominion, so inform Old Dominion, and the Owner Participant shall not take any action with respect to such adjustment without the consent of Old Dominion (not unreasonably to be withheld) before the date on which the Owner Participant shall be required by law or regulation to take action). Notwithstanding anything herein to the contrary, the Owner Participant shall have full control over any contest pursuant to this Section 6 and shall determine in its sole discretion the nature of all actions to be taken in connection with any contest including the right to pursue or forego any administrative proceedings; PROVIDED, HOWEVER, that the Owner Participant shall contest such claim at the administrative level if the failure to do so would preclude the availability of all judicial remedies; and PROVIDED, FURTHER, the Owner Participant shall consult in good faith with Old Dominion and its counsel in the contest of any claim and shall keep such counsel reasonably informed regarding such contest. Nothing contained in this Section 6 shall require the Owner Participant to contest a proposed adjustment that it would otherwise be required to contest pursuant to this Section 6 if the Owner Participant (i) waives the payment Mortgagor may furnish to Mortgagee a bond or title by Old Dominion of any amount that might otherwise be payable by Old Dominion under this Agreement by way of indemnity in respect of such proposed adjustment and (ii) pays to Old Dominion any amount of taxes, interest, penalties and formadditions to tax previously paid or advanced by Old Dominion pursuant to this Agreement with respect to such proposed adjustment, and issued plus interest on such amounts at the IRS rate for refunds, payable from the date of payment by Old Dominion to the Owner Participant of such amounts to (but excluding) the date of repayment of such amounts by the Owner Participant to Old Dominion; PROVIDED, HOWEVER, that if the Owner Participant settles a bond proposed adjustment such that Old Dominion is precluded as a matter of law from initiating or title insuring companycontinuing a contest hereunder of any adjustment for any other taxable period, as may the Owner Participant shall be satisfactory deemed to Mortgagee;have waived the payment by Old Dominion under this Agreement of any indemnity amounts in respect of such other adjustment. (c) Mortgagor If Old Dominion shall diligently prosecute have requested the Owner Participant to contest a proposed adjustment as above provided and shall have duly complied with all the terms of this Section 6, Old Dominion's liability for indemnification due under Section 4 hereof shall, at Old Dominion's election (except for amounts provided for under Section 6(a) hereof), be deferred until Final Determination of the liability of the Owner Participant. At such time, Old Dominion shall become obligated for the payment of any Contested Lien indemnification due under Section 4 hereof resulting from the outcome of such contest. Upon payment in full by appropriate legal proceedings having Old Dominion of any indemnity amounts due under this Agreement, the effect Owner Participant shall become obligated to refund to Old Dominion an amount equal to any amount received as a refund of staying income taxes by the foreclosure Owner Participant or forfeiture credited to the Owner Participant (including any refund or credit that would have been received but for a counterclaim or other claim not indemnified by Old Dominion hereunder) that is fairly attributable to advances or indemnity payments made by Old Dominion under this Agreement, together with any interest received (or that would have been received) by the Owner Participant on such refund (after reduction by any tax incurred by Owner Participant by reason of the Premisesreceipt or accrual of such interest), plus an amount equal to any tax benefit realized by the Owner Participant as the result of the payment contemplated by this sentence. Such obligations of the Owner Participant and Old Dominion will first be set off against each other, and any difference owing by either party shall permit Mortgagee to be represented in any paid within 30 days after such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and Final Determination but not prior to the extent that any such Contested Lien shall be date determined adverse to Mortgagor, or (iiin accordance with Section 4(b) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidhereof.

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

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

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

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

Contests. Notwithstanding anything to (a) If the contrary herein containedPurchaser, Mortgagor shall have the right to any other Indemnitee or any affiliate thereof receives any written notice of a pending or threatened audit, investigation, inquiry, assessment, proposed adjustment, notice of deficiency, litigation, contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims dispute that could result in a Loss for lien upon which the Premises Indemnitor is obligated to indemnify an Indemnitee under this Indemnity Agreement (all herein called a “Contested LiensClaim”), and no Contested Liens shall constitute an Event the applicable Purchaser agrees promptly to notify the Indemnitor in writing of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted;such Claim. (b) Mortgagor Upon written notice from the Indemnitor to the Purchaser within fifteen (15) days after receipt by Indemnitor of the notice referred to in Section 3(a), the Indemnitor or its designee shall either pay under protest have the sole right to represent the REITs or deposit the Rockpoint Class A Preferred Holder in the applicable Claim at the expense of the Indemnitor, with Mortgagee counsel selected by the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during Indemnitor and in the period of contestforum selected by the Indemnitor; provided that in lieu the case of a Claim in respect of Section 2(e), the Indemnitor or its designee shall be entitled so to represent the REITs only in a controversy with the Internal Revenue Service (the “IRS”) for a taxable period ending on or before or that includes the date of Purchaser’s acquisition of the REIT Interests pursuant to the LP Agreement (the “Purchase Date”); provided that the VRLP or its designee shall be entitled to assume such payment Mortgagor may furnish representation if upon VRLP’s request the Indemnitor is not able to Mortgagee demonstrate to VRLP’s reasonable satisfaction that the Indemnitor has the financial capability to satisfy its obligations hereunder with respect to the applicable Claim. Notwithstanding the foregoing, the Indemnitor shall not be entitled to settle any controversy so conducted by the Indemnitor without the prior written consent of the applicable Purchaser (not unreasonably to be withheld, delayed or conditioned) if such settlement could (i) adversely affect the tax status or liability of any REIT, any Indemnitee or any affiliate thereof for any taxable period commencing on or after or that includes the Purchase Date or (ii) reasonably be expected to result in a bond or title indemnity in Loss to an Indemnitee for which such amount and form, and issued by a bond or title insuring company, as may Indemnitee would not be satisfactory to Mortgagee;indemnified under this Indemnity Agreement. (c) Mortgagor The Purchaser or its designee shall diligently prosecute contest any Claim not contested by the Indemnitor or its designee pursuant to Section 3(b), in good faith at the expense of the Indemnitor (such expenses, including reasonable legal, accounting and investigatory fees and costs, to be paid currently by the Indemnitor), with counsel selected by the Purchaser and in the forum selected by the Purchaser upon written request therefor from the Indemnitor to the Purchaser within thirty (30) days after receipt by the Indemnitor of the notice referred to in Section 3(a) accompanied by proof reasonably satisfactory to the Purchaser that the Indemnitor has the financial capability to satisfy its obligations hereunder with respect to the applicable Claim along with an opinion in form and substance reasonably satisfactory to Purchaser of independent tax counsel or accountants of recognized standing reasonably satisfactory to the Purchaser to the effect that there is substantial authority for the position that the Purchaser seeks to take in the contest of such Claim, provided that (i) the Purchaser shall not be required to pursue any Contested Lien appeal of a judicial decision under this Section 3(c) unless timely so requested in writing by appropriate legal proceedings having Indemnitor and shall not be obligated to contest any Claim in the effect U. S. Supreme Court, and (ii) the Indemnitor shall advance to the Purchaser on an interest free basis sufficient funds to pay the applicable tax, interest, penalties and additions to tax to the extent necessary for the contest to proceed in the forum selected by the Purchaser. VRLP shall have the sole right to represent the REITs in any controversy with the IRS that does not constitute a Claim or that is solely with respect to taxable periods beginning after the Purchase Date and to employ counsel of staying its choice at its expense. The Purchaser shall (except to the foreclosure extent provided in Section 3(d)) have full control over the conduct of any contest under this Section 3(c) but shall keep the Indemnitor informed as to the progress of such contest, shall provide the Indemnitor with all documents and information related to such contest reasonably requested in writing by the Indemnitor (other than tax returns (except for (i) separate company tax returns of any or forfeiture all REITS or (ii) portions of tax returns that include but are not limited to any or all REITS or information therefrom compiled by the PremisesPurchaser) and other confidential information), and shall permit Mortgagee consider in good faith any suggestions made by the Indemnitor as to the conduct of such contest. Neither the Purchaser nor any REIT or any Indemnitee shall waive or extend the statute of limitations with respect to any taxable year of any REIT ending on or before or that includes the Purchase Date without the prior written consent of the Indemnitor (not unreasonably to be represented in any such contest and shall pay all expenses incurredwithheld, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demanddelayed or conditioned); and. (d) Mortgagor Purchaser shall pay advise Indemnitor in writing of any settlement offer made by the IRS with respect to a controversy being contested pursuant to Section 3(c). Purchaser shall not be entitled to settle or compromise, either administratively or after the commencement of litigation, any controversy conducted by it pursuant to Section 3(c) without the prior written consent of the Indemnitor (not unreasonably to be withheld, delayed or conditioned) if such Contested Lien and all Lien Amounts together with interest and penalties thereon settlement or compromise (i) if would give rise to an obligation of Indemnitor to indemnify an Indemnitee under this Indemnity Agreement (unless Purchaser waives payment of such indemnity) or (ii) could adversely affect the liability of Indemnitor or any direct or indirect owner of Indemnitor for taxes. If the Indemnitor requests in writing that the Purchaser accept a settlement or compromise offer (other than a settlement or compromise offer that would adversely affect the status of any Indemnitee or any affiliate (other than the REITs) as a real estate investment trust for Federal income tax purposes or a settlement or compromise offer conditioned upon agreement with respect to any matter not indemnified against by Indemnitor under this Indemnity Agreement), the Purchaser shall either accept such settlement offer or agree with the Indemnitor that the liability of the Indemnitor with respect to such Claim under this Indemnity Agreement shall be limited to an amount calculated on the basis of such settlement offer. (e) Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim that is contested as set forth in Section 3(b) or 3(c), and Purchaser shall refund to Indemnitor any amount advanced by Indemnitor pursuant to clause (ii) of the proviso to the extent that first sentence of Section 3(c) in excess of the portion thereof due to Purchaser under this Indemnity Agreement, within fifteen (15) Business Days (as defined in the LP Agreement) after the earlier of (i) a decision, judgment, decree or other order by any such Contested Lien shall be determined adverse court of competent jurisdiction which has become final and is not appealed pursuant to Mortgagorthis Indemnity Agreement, or (ii) forthwith upon demand by Mortgagee if, entry into a closing agreement or other settlement agreement or compromise in connection with an administrative or judicial proceeding. Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim other than a Claim that is contested as set forth in Section 3(b) or 3(c) within fifteen (15) Business Days (as defined in the opinion of Mortgagee, and notwithstanding any such contest, LP Agreement) after written demand therefor by the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment Purchaser accompanied by reasonable evidence of the Mortgagee to obtain liability for and amount of the release and discharge of such liens; and any amount expended by Mortgagee in so doing indemnity. Late payments shall be so much additional Indebtedness bearing bear interest at the Default Rate until paidrate of eighteen percent (18%) per annum compounded monthly (or if less, the highest rate allowed by law). (f) Except as provided above, the Purchaser and the other Indemnitees shall have full control over any decisions in respect of contesting or not contesting any tax matter and may pursue or not pursue administrative and/or judicial remedies and conduct any contest in any manner as they may determine, in each case in their sole and absolute discretion. (g) The Parties shall use commercially reasonable efforts to mitigate any Loss, including by availing the REITs at the expense of the Indemnitor of the mitigation provisions available to real estate investment trusts under the Code. (h) Notwithstanding anything herein to the contrary, under no circumstances shall the Indemnitor be liable for any Loss: (i) incurred by any Person (as defined in the LP Agreement) other than the REITs after the earlier of (A) the day immediately prior to the last day of the calendar quarter that includes the Purchase Date or (B) the last day of the tax year of the REITs that includes the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS) (it being understood that any tax arising from a failure to comply with Section 856(c)(4) of the Code in any quarter is incurred no sooner than the last day of the applicable quarter); or (ii) incurred by any or all of the REITs that results from a transaction (including a transaction deemed to occur for income tax purposes) that occurs after the date which is six (6) months following the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS); provided, however, that Indemnitor’s liability for any Loss relating to taxes shall be determined by reference to, and payable upon demand; shall not exceed, the RP REITs’ Tax Liability Limitation (as hereinafter defined). For purposes of this Agreement, the term “RP REITs’ Tax Liability Limitation” (1) with respect to REIT I and provided further REIT II shall mean the tax liabilities of the REITs that Mortgagee may would have resulted had REIT I sold its assets on the Purchase Date for the value used to determine the Purchase Payments (as defined in the LP Agreement) under the LP Agreement (such case use maximum tax liabilities to be determined (x) for the sake of clarity, taking into account any additional tax arising from such sale resulting from the actual failure of either or both such REITs to qualify as a real estate investment trust within the meaning of Section 856 of the Code on or prior to the Purchase Date, and apply monies deposited (y) without giving effect to any items of deduction or credits unrelated to such deemed sales that either or both REITs would have had available to reduce their tax liabilities resulting from such sales), and (2) with respect to REIT III and REIT IV, shall mean the same as provided such term is defined in subsection clause (b1), but substituting “REIT III” for “REIT I” where used therein. (i) above Notwithstanding anything contained herein to the contrary, no Specified Matter shall be treated as failing to be true and may demand payment upon correct, and therefore no such Specified Matter shall be the basis for indemnification under this Indemnity Agreement, to the extent any bond failure of such Specified Matter to be true and correct is the result of a breach by the VRT, VRLP, the Partnership or title indemnity furnished any Indemnitee of any representation, warranty or covenant in the Purchase Agreement, any Closing Documents (as aforesaiddefined in the Purchase Agreement) or any Transaction Document, including any failure by the Partnership to operate in accordance with the REIT Requirements (as defined in the LP Agreement), or as a result of any Event of Default (as defined in the LP Agreement). (j) The amount for which Indemnitor is otherwise liable hereunder shall be reduced by reason of any liability that it would not have incurred but for an Event of Default having occurred.

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

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

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

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

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

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

Contests. Notwithstanding anything to the contrary herein contained, Mortgagor Tenant shall have the right, after at least ten (10) days prior written notice to Landlord (or such shorter period as may be required at Law in order to preserve the right to do so), to contest the amount or validity of any Imposition or Law or lien by appropriate legal proceedings diligently prosecuted conducted in good faith and with due diligence, at its sole cost and expense. If Tenant has not yet made the Minimum Investment, or deposited into escrow under terms and conditions reasonably satisfactory to Landlord the amount by which the Minimum Investment then exceeds the Investment, then, Tenant shall furnish to Landlord security reasonably satisfactory to Landlord against any Taxes imposed claim, loss, liability or assessed upon expense incurred as a result of such nonpayment or delay therein. In the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice event of any Contested Lien such contest, if the final determination thereof is adverse to Mortgagee at Tenant, then Tenant shall pay fully the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) of amounts involved in such Contested Liencontest, together with any penalties, fines, interests, costs and expenses that may have accrued thereon or that may result from any such amount contest by Tenant, and after such payment by Tenant, Landlord will promptly return to Tenant such security as Mortgagee may reasonably estimate as interest Landlord shall have received in connection with such contest, unless such adverse determination results directly from or penalties is otherwise directly related to Landlord's failure to comply with its obligations under this Lease, or Landlord's negligence or misconduct, in which might arise during the period of contest; provided that in lieu event, Landlord shall immediately after written notice of such payment Mortgagor may furnish adverse determination return such deposit to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor Tenant. Landlord shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee to be represented join in any such contest and proceeding if any Law now or hereafter in effect shall pay all expenses incurredrequire that such proceedings be brought by and/or in the name of Landlord or any owner of the Private Parcel. Neither Landlord nor the Private Parcel shall be subjected to any liability for the payment of any costs, in so doingfees, including fees and attorneys' fees, or expenses of Mortgagee’s counsel in connection with any such proceeding (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and except to the extent that such adverse determination results from or is otherwise related to Landlord's failure tocomply with its obligations under this Lease, or Landlord's negligence or misconduct). Tenant shall be entitled to any refund of any such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest Imposition and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended or interest thereon, which shall have been paid by Mortgagee in so doing Tenant or paid by Landlord, for which Landlord shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidhave been fully reimbursed.

Contests. Notwithstanding anything to the contrary herein contained, Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor Except as provided in Section 5.3(e), if a Tax Authority assesses, asserts, proposes, recommends or attempts to collect on an NRG Proposed Adjustment, or submits a request for information that reasonably may relate to an NRG Proposed Adjustment or potential NRG Proposed Adjustment, Xcel shall forthwith give provide NRG with prompt notice thereof and NRG shall elect in writing, within ten business days of receipt of notice from Xcel, to contest the NRG Proposed Adjustment or potential NRG Proposed Adjustment in the manner provided in Section 5.3(b) or to agree not to contest the NRG Proposed Adjustment and pay Xcel any Contested Lien amount required to Mortgagee at the time the same shall be asserted;paid under Section 5.1. (b) Mortgagor If NRG elects to contest the NRG Proposed Adjustment, NRG shall either pay under protest or deposit with Mortgagee keep Xcel reasonably informed of the full amount contest and NRG’s resolution of the contest shall be binding on Xcel (herein called “Lien Amount”) of such Contested Liensubject to Section 5.3(h)), together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; Xcel Affiliated Companies, NRG and the NRG Affiliated Companies, provided that NRG pays Xcel any amount required to be paid under Section 5.1. Without limiting the generality of the foregoing, if NRG elects to contest an NRG Proposed Adjustment, (i) NRG shall assume responsibility for contesting the NRG Proposed Adjustment and settling or litigating it to a Final Determination, all at NRG’s sole cost and expense; (ii) Xcel shall take all steps reasonably necessary to authorize NRG to contest the NRG Proposed Adjustment, including executing powers of attorney and promptly delivering to NRG any written materials received by Xcel from any source other than NRG relating to the NRG Proposed Adjustment; (iii) NRG shall provide Xcel with copies of all material documents received from or submitted to the Tax Authority in lieu connection with the contest, including copies of such any Final Determination, Form 870 or other documentation relating to resolution of the contest; (iv) if NRG decides to pay the NRG Proposed Adjustment and sxx for a refund, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment; (v) if NRG and the Tax Authority enter into an agreement that does not result in a Final Determination, including an agreement on Form 870, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment; and (vi) if a Final Determination requires that Xcel make a payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such the Tax Authority with respect to the NRG Proposed Adjustment, NRG, without duplication, shall pay to Xcel the amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee;required under Section 5.1. (c) Mortgagor Payments with respect to amounts contested under Section 5.3(b) shall diligently prosecute be made as follows: Xcel and NRG shall agree on the contest of any Contested Lien by appropriate legal proceedings having date on which payment will be made to the effect of staying Tax Authority (the foreclosure or forfeiture of “Payment Date”), NRG shall remit the Premisespayment amount to Xcel no later than two business days before the Payment Date, and Xcel shall permit Mortgagee make payment to the Tax Authority no later than the Payment Date. If the relevant Tax Law or Tax Authority establishes a date by which payment to the Tax Authority must be represented in made, that date shall be the Payment Date. If Xcel receives a refund of an amount paid pursuant to Section 5.3(b), Xcel shall remit the refund amount to NRG, together with any such contest and shall pay all expenses incurredinterest received thereon, in so doing, including fees and expenses within two business days of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); andreceipt thereof. (d) Mortgagor shall pay such Contested Lien Except as provided in Section 5.3(e), and all Lien Amounts together without regard to whether Xcel obtains a Final Determination with interest and penalties thereon respect to the NRG Proposed Adjustment in issue, if NRG (i) if elects not to contest an NRG Proposed Adjustment, (ii) elects to contest an NRG Proposed Adjustment and fails to the extent that any such Contested Lien shall be determined adverse to Mortgagorobtain a Final Determination, or (iiiii) forthwith upon demand by Mortgagee iffails to give Xcel the NRG election notice required under Section 5.3(a), in the opinion of Mortgagee, and notwithstanding any such contest, the Premises NRG shall be deemed to have agreed to the NRG Proposed Adjustment and shall pay Xcel any amount required to be paid under Section 5.1 on or before the later to occur of (x) the date Xcel makes payment to the Tax Authority and (y) ten business days after NRG receives notice from Xcel of the amount required to be paid, along with a computation in jeopardy or sufficient detail to inform NRG of the basis for its payment obligation and of the manner in danger of being forfeited or foreclosed; which its obligation was computed. (e) Nothing in this Section 5.3 shall prevent NRG from contending that an asserted NRG Proposed Adjustment is not a matter for which NRG is liable under Section 5.1, provided that if Mortgagor NRG gives Xcel written notice to that effect no later than fifteen business days after receipt of the Xcel notice described in Section 5.3(a). Any dispute arising under this Section 5.3(e) shall fail so be resolved in accordance with the procedures set forth in Section 7.10. If a dispute is resolved in Xcel’s favor, NRG shall pay Xcel any amount that NRG owes under Section 5.1 at the time of the resolution within ten business days of the date of resolution and any other amount owed under Section 5.1 in accordance with the other provisions of this Section 5. NRG may not contest an asserted NRG Proposed Adjustment and also contend that it is not a matter for which NRG is liable under Section 5. (f) If a contest or other resolution of a Tax Item of NRG results in Xcel’s receipt of a refund or realization of a Tax Benefit other than a refund, Xcel shall pay the refund or the amount of the other Tax Benefit to doNRG within two business days of receipt or realization thereof, Mortgagee maytogether with any interest allowed thereon. (g) Sections 5.3(b), (c), (d) and (f), but not Sections 5.3(a) or (e), shall not be required toapply to the NRG Proposed Adjustments proposed or asserted by a Tax Authority before the date of this Agreement, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary which adjustments are described on Schedule 5.3 to this Agreement, together with their agreed disposition. (h) Nothing in this Section 5.3 shall waive Xcel’s rights under the judgment Settlement Agreement if NRG is in breach of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (bSection 6(e) above and may demand payment upon any bond or title indemnity furnished as aforesaid7(c) thereof.

Contests. Notwithstanding anything to the contrary herein contained, Mortgagor (i) The Xxxxx Representative and its duly appointed representatives shall have the right authority to contest control any audit or examination by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon taxing authority, and contest, resolve and defend against any mechanics’assessment for additional Taxes, materialmen’s notice of Tax deficiency or other liens adjustment of Taxes of or claims relating to any liability of Xxxxx and its subsidiaries for lien upon all Xxxxx Pre-Closing Periods; PROVIDED, HOWEVER, that neither the Premises Xxxxx Representative nor any duly appointed representative of the Xxxxx Representative shall, without the prior consent of UbiquiTel Parent, which consent shall not be unreasonably withheld, enter into any settlement of any contest or otherwise compromise any issue that would have a material adverse effect on the Tax benefits of UbiquiTel Parent or Xxxxx or any subsidiary for taxable years ending after the Closing Date. UbiquiTel Parent and its duly appointed Representatives shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability of Xxxxx and its subsidiaries for Taxes for any taxable year or other taxable period ending after the Closing Date (all herein called “Contested Liens”the "POST-CLOSING PERIODS"); PROVIDED, and no Contested Liens shall constitute an Event of Default hereunderHOWEVER, if, but only if: that (a) Mortgagor shall forthwith give notice none of UbiquiTel Parent, Xxxxx, its subsidiaries nor any of their duly appointed representatives shall, without the prior written consent of the Xxxxx Representative, enter into any settlement of any Contested Lien to Mortgagee at contest or otherwise compromise any issue that adversely affects the time liability of the same shall be asserted; Xxxxx Stockholders for any Xxxxx Pre-Closing Period Taxes, and (b) Mortgagor shall either pay under protest none of UbiquiTel Parent, Xxxxx, its subsidiaries nor any of their duly appointed representatives shall, without the prior consent of the Xxxxx Representative, enter into any settlement of any contest or deposit with Mortgagee otherwise compromise any issue that would require payment by the full amount Controlling Xxxxx Stockholders (herein called “Lien Amount”as defined herein) of such Contested Lien, together with such any amount as Mortgagee may reasonably estimate as interest under this Agreement unless UbiquiTel Parent shall have waived or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee caused to be represented in waived for itself and Xxxxx and its subsidiaries any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at right to indemnification for Taxes from the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidControlling Xxxxx Stockholders.

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

Contests. Notwithstanding anything to the contrary herein contained, Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same Nothing in this Agreement shall be asserted;construed to prevent UpREIT from contesting, as the Tax Matters Partner in accordance with the Partnership Agreement as part of the unified audit of the Partnership, any claim involving a UpREIT item that, if successful, would result in an Income Inclusion (a "Partnership Level Issue"). (b) Mortgagor shall either pay If UpREIT contests a Partnership Level Issue that, if successful, would result in an Income Inclusion, UpREIT's liability for indemnification under protest or deposit with Mortgagee the full amount Section 4 hereof shall, at UpREIT's election, be deferred until thirty (herein called “Lien Amount”30) days after a Final Determination of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period Hadesman Indemnitee's federal income tax liability in respect of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee;an Income Inclusion. (c) Mortgagor If any audit or proceeding involving an indemnifiable adjustment is being conducted in a proceeding involving such Hadesman Indemnitee, which cannot be transferred to the UpREIT as a partnership item (a "Hadesman Level Issue"), such Hadesman Indemnitee hereby agrees (i) promptly to notify UpREIT in writing of such adjustment (and the failure of such Hadesman Indemnitee to so notify UpREIT shall diligently prosecute preclude any indemnity hereunder to the extent UpREIT's right to effect its contest rights hereunder has been precluded by such failure), and (ii) upon UpREIT's delivery to Hadesman of any Contested Lien by appropriate legal proceedings having a written opinion of nationally recognized tax counsel reasonably acceptable to such Hadesman Indemnitee ("Tax Counsel") to the effect that there is a Realistic Possibility of staying Success upon contest, such Hadesman Indemnitee will contest that adjustment by filing a protest and administrative appeal and prosecuting the foreclosure same in good faith; provided, however, that such Hadesman Indemnitee will not be obligated to pursue an administrative appeal if such Hadesman Indemnitee instead pursues relief in Tax Court or forfeiture of the Premises, and shall permit Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); anda court having refund jurisdiction. (d) Mortgagor shall pay If, within 30 days following the failure of such Contested Lien administrative proceedings with respect to a Hadesman Level Issue, UpREIT delivers to Hadesman Indemnitee written opinion of Tax Counsel to the effect that there is a Realistic Possibility of Success if the proposed adjustment is presented to a court for resolution, then such Hadesman Indemnitee will contest the proposed adjustment in good faith in the Tax Court or by paying the tax (and all Lien Amounts together with any applicable interest and penalties thereon penalties) and suing for refund in the Court of Federal Claims or appropriate Federal District Court. If, within 30 days following a final adverse decision of such court with respect to such Hadesman Level Issue, UpREIT delivers to such Hadesman Indemnitee a written opinion of Tax Counsel to the effect that it is more likely than not that such decision would be reversed on appeal, then such Hadesman Indemnitee will appeal such decision to the appropriate Federal Court of Appeals. With respect to any of the above-described proceedings, such Hadesman Indemnitee will keep UpREIT and its counsel informed as to the progress of such proceedings, give UpREIT and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to indemnifiable issues (after making appropriate redactions to preserve the confidentiality of the such Hadesman Indemnitee return as to other issues), and consider in good faith any suggestions made by UpREIT or its counsel. (e) Such Hadesman Indemnitee shall present any settlement offer provided to such Hadesman Indemnitee pursuant to a Hadesman Level Issue to UpREIT. If UpREIT recommends acceptance of a settlement offer of a Hadesman Level Issue or if the Tax Matters Partner recommends acceptance of a settlement offer in respect of a Partnership Level Issue, but such Hadesman Indemnitee declines to accept such offer in writing within 30 days (if such Hadesman Indemnitee does not respond within 30 days, such lack of response shall be treated as acceptance of UpREIT's or the Tax Matters Partner's recommendation, respectively), (1) the obligation of UpREIT to make indemnity payments as the result of any such contest or proceedings shall not thereafter exceed the obligation that it would have had if such contest had been settled or proceeding terminated on the basis recommended by UpREIT or the Tax Matters Partner, as applicable, and (2) in the case of a Hadesman Level Issue, UpREIT shall have no further liability for costs or other expenses in respect of such contest. (f) Notwithstanding the foregoing, such Hadesman Indemnitee will have no obligation to contest any action with respect to a Hadesman Level Issue (i) if unless such items could give rise to a federal income tax liability (disregarding other items in the assessment and considering effects in future years) in excess of $25,000, (ii) without UpREIT paying when due, reasonable third-party costs and out-of-pocket expenses including reasonable legal, witness and accounting fees and other expenses and, in the case of proceedings before the Court of Federal Claims or Federal District Court, the amount of tax (and any applicable interest and penalties) for which refund is claimed, and (iii) to the extent that any such Contested Lien shall be determined adverse Hadesman Indemnitee waives in writing UpREIT's obligation to Mortgagorindemnify such Hadesman Indemnitee for such items, or in which case all third- party costs and out-of-pocket expenses described in clause (ii) forthwith upon demand thereafter incurred and all taxes would be paid by Mortgagee if, in the opinion of Mortgagee, and notwithstanding such Hadesman Indemnitee. (g) such Hadesman Indemnitee shall not settle any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosedHadesman Level Issue without UpREIT's consent; provided that if Mortgagor shall fail so to do, Mortgagee may, but such Hadesman Indemnitee shall not be required toto contest any proposed adjustment and may settle any such proposed adjustment if such Hadesman Indemnitee shall waive its right to indemnity under this Agreement with respect to such adjustment and any Income Inclusion that results from such adjustment and, in the case of proceedings before the Court of Federal Claims or Federal District Court, shall pay all such Contested Liens to UpREIT the amount of tax (and Lien Amounts and any applicable interest and penalties thereon penalties) previously paid or advanced by UpREIT with respect to such adjustment or the contest of such adjustment under Section 6(f), plus interest at ___% computed from the time such amounts were paid or advanced by UpREIT. (h) Within thirty (30) days after a Final Determination of the liability of such Hadesman Indemnitee in respect of a Hadesman Level Issue, UpREIT and each Hadesman Indemnitee agree to pay each other, as applicable, the net amount of (i) the payment owed by the UpREIT to such other sums as may be necessary Hadesman Indemnitee of any indemnification hereunder, not theretofore paid resulting from the outcome of such contest, and (ii) in the judgment case of proceedings before the Court of Federal Claims or Federal District Court, the repayment owed by such Hadesman Indemnitee to UpREIT of the Mortgagee amount of tax (and any applicable interest and penalties) previously paid or advanced by UpREIT with respect to obtain such adjustment or the release and discharge contest of such liens; and adjustment under Section 6(f), together with any amount expended interest received by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further or credited to such Hadesman Indemnitee that Mortgagee may in is attributable to such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidadvance.

Contests. Notwithstanding anything (a) If any Taxing Authority asserts a Tax Claim in respect of the Company or any of its Subsidiaries, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the contrary herein containedother party or parties hereto; provided, Mortgagor however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) Seller shall have the exclusive right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date; provided, however, that with respect to any Tax Proceeding solely in respect of the Company or any of its Subsidiaries that would reasonably be expected to have an adverse impact that is material on Buyer and its Affiliates including the Company and its Subsidiaries after Closing, Seller shall consult with Buyer before taking any significant action in connection with such Tax Proceeding. (c) In the case of a Tax Proceeding for a Straddle Period of the Company or any of its Subsidiaries, Buyer shall have the right to contest by appropriate legal proceedings control, at its own expense, such Tax Proceeding; provided, however, that (i) Buyer shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) Buyer shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iii) Buyer shall defend such Tax Proceeding diligently prosecuted any Taxes imposed or assessed upon and in good faith as if it were the Premises or which may only party in interest in connection with such Tax Proceeding, (iv) Seller shall be or become a lien thereon and any mechanics’entitled to participate in such Tax Proceeding, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”)at its own expense, and no Contested Liens (v) Buyer shall constitute an Event of Default hereundernot settle, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted; (b) Mortgagor shall either pay under protest compromise or deposit with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee to be represented in abandon any such contest and Tax Proceeding without obtaining the prior written consent of Seller, which consent shall pay all expenses incurrednot be unreasonably withheld, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); andconditioned or delayed. (d) Mortgagor Buyer shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon have the exclusive right to control, at its own expense, any Tax Proceeding involving the Company or any of its Subsidiaries (iother than any Tax Proceeding described in Section 7.6(b) if and to the extent that any such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee ifc)); provided, in the opinion of Mortgageehowever, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor such Tax Proceeding would reasonably be expected to have an adverse effect on Seller or any of its Affiliates that is material Buyer shall fail so to do, Mortgagee may, but shall not be required to, pay all consult with Seller before taking any significant action in connection with such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidTax Proceeding.

Contests. Notwithstanding anything to the contrary herein contained, Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same Nothing in this Agreement shall be asserted;construed to prevent UpREIT from contesting, as the Tax Matters Partner in accordance with the Partnership Agreement as part of the unified audit of the Partnership, any claim involving a UpREIT item that, if successful, would result in an Income Inclusion (a "Partnership Level Issue"). (b) Mortgagor shall either pay If UpREIT contests a Partnership Level Issue that, if successful, would result in an Income Inclusion, UpREIT's liability for indemnification under protest or deposit with Mortgagee the full amount Section 4 hereof shall, at UpREIT's election, be deferred until thirty (herein called “Lien Amount”30) days after a Final Determination of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period Hadesman Indemnitee's federal income tax liability in respect of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee;an Income Inclusion. (c) Mortgagor If any audit or proceeding involving an indemnifiable adjustment is being conducted in a proceeding involving such Hadesman Indemnitee, which cannot be transferred to the UpREIT as a partnership item (a "Hadesman Level Issue"), such Hadesman Indemnitee hereby agrees (i) promptly to notify UpREIT in writing of such adjustment (and the failure of such Hadesman Indemnitee to so notify UpREIT shall diligently prosecute preclude any indemnity hereunder to the extent UpREIT's right to effect its contest rights hereunder has been precluded by such failure), and (ii) upon UpREIT's delivery to Hadesman of any Contested Lien by appropriate legal proceedings having a written opinion of nationally recognized tax counsel reasonably acceptable to such Hadesman Indemnitee ("Tax Counsel") to the effect that there is a Realistic Possibility of staying Success upon contest, such Hadesman Indemnitee will contest that adjustment by filing a protest and administrative appeal and prosecuting the foreclosure same in good faith; provided, however, that such Hadesman Indemnitee will not be obligated to pursue an administrative appeal if such Hadesman Indemnitee instead pursues relief in Tax Court or forfeiture of the Premises, and shall permit Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); anda court having refund jurisdiction. (d) Mortgagor shall pay If, within 30 days following the failure of such Contested Lien administrative proceedings with respect to a Hadesman Level Issue, UpREIT delivers to Hadesman Indemnitee written opinion of Tax Counsel to the effect that there is a Realistic Possibility of Success if the proposed adjustment is presented to a court for resolution, then such Hadesman Indemnitee will contest the proposed adjustment in good faith in the Tax Court or by paying the tax (and all Lien Amounts together with any applicable interest and penalties thereon penalties) and suing for refund in the Court of Federal Claims or appropriate Federal District Court. If, within 30 days following a final adverse decision of such court with respect to such Hadesman Level Issue, UpREIT delivers to such Hadesman Indemnitee a written opinion of Tax Counsel to the effect that it is more likely than not that such decision would be reversed on appeal, then such Hadesman Indemnitee will appeal such decision to the appropriate Federal Court of Appeals. With respect to any of the above-described proceedings, such Hadesman Indemnitee will keep UpREIT and its counsel informed as to the progress of such proceedings, give UpREIT and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to indemnifiable issues (after making appropriate redactions to preserve the confidentiality of the such Hadesman Indemnitee return as to other issues), and consider in good faith any suggestions made by UpREIT or its counsel. (e) Such Hadesman Indemnitee shall present any settlement offer provided to such Hadesman Indemnitee pursuant to a Hadesman Level Issue to UpREIT. If UpREIT recommends acceptance of a settlement offer of a Hadesman Level Issue or if the Tax Matters Partner recommends acceptance of a settlement offer in respect of a Partnership Level Issue, but such Hadesman Indemnitee declines to accept such offer in writing within 30 days (if such Hadesman Indemnitee does not respond within 30 days, such lack of response shall be treated as acceptance of UpREIT's or the Tax Matters Partner's recommendation, respectively), (1) the obligation of UpREIT to make indemnity payments as the result of any such contest or proceedings shall not thereafter exceed the obligation that it would have had if such contest had been settled or proceeding terminated on the basis recommended by UpREIT or the Tax Matters Partner, as applicable, and (2) in the case of a Hadesman Level Issue, UpREIT shall have no further liability for costs or other expenses in respect of such contest. (f) Notwithstanding the foregoing, such Hadesman Indemnitee will have no obligation to contest any action with respect to a Hadesman Level Issue (i) if unless such items could give rise to a federal income tax liability (disregarding other items in the assessment and considering effects in future years) in excess of $25,000, (ii) without UpREIT paying when due, reasonable third-party costs and out-of-pocket expenses including reasonable legal, witness and accounting fees and other expenses and, in the case of proceedings before the Court of Federal Claims or Federal District Court, the amount of tax (and any applicable interest and penalties) for which refund is claimed, and (iii) to the extent that any such Contested Lien shall be determined adverse Hadesman Indemnitee waives in writing UpREIT's obligation to Mortgagorindemnify such Hadesman Indemnitee for such items, or in which case all third-party costs and out-of-pocket expenses described in clause (ii) forthwith upon demand thereafter incurred and all taxes would be paid by Mortgagee if, in the opinion of Mortgagee, and notwithstanding such Hadesman Indemnitee. (g) such Hadesman Indemnitee shall not settle any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosedHadesman Level Issue without UpREIT's consent; provided that if Mortgagor shall fail so to do, Mortgagee may, but such Hadesman Indemnitee shall not be required toto contest any proposed adjustment and may settle any such proposed adjustment if such Hadesman Indemnitee shall waive its right to indemnity under this Agreement with respect to such adjustment and any Income Inclusion that results from such adjustment and, in the case of proceedings before the Court of Federal Claims or Federal District Court, shall pay all such Contested Liens to UpREIT the amount of tax (and Lien Amounts and any applicable interest and penalties thereon and penalties) previously paid or advanced by UpREIT with respect to such other sums as may be necessary in adjustment or the judgment of the Mortgagee to obtain the release and discharge contest of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing adjustment under Section 6(f), plus interest at the Default Rate until paidrate under Code Section 6621(a)(2) computed from the time such amounts were paid or advanced by UpREIT. (h) Within thirty (30) days after a Final Determination of the liability of such Hadesman Indemnitee in respect of a Hadesman Level Issue, UpREIT and each Hadesman Indemnitee agree to pay each other, as applicable, the net amount of (i) the payment owed by the UpREIT to such Hadesman Indemnitee of any indemnification hereunder, not theretofore paid resulting from the outcome of such contest, and payable upon demand; (ii) in the case of proceedings before the Court of Federal Claims or Federal District Court, the repayment owed by such Hadesman Indemnitee to UpREIT of the amount of tax (and provided further any applicable interest and penalties) previously paid or advanced by UpREIT with respect to such adjustment or the contest of such adjustment under Section 6(f), together with any interest received by or credited to such Hadesman Indemnitee that Mortgagee may in is attributable to such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidadvance.

Contests. (i) If any Tax Claim shall be made against any Lessor Indemnified Person for any Tax as to which the Owner Trust may have an indemnity obligation pursuant to this Section 13.3, such Lessor Indemnified Person shall as soon as practicable after its receipt or commencement, and in any event within thirty (30) days notify the Owner Trust and Agent in writing and furnish the Owner Trust and Agent with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such Tax Claim (provided, that failure to so notify the Owner Trust and Agent within thirty (30) days shall not alter such Lessor Indemnified Person's rights under this Section 13.3 except to the extent such failure precludes or materially adversely affects the ability to conduct a contest of any Tax Claim) and shall not take any action with respect to such Tax Claim without the written consent of the Owner Trust and Agent (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after the receipt of such notice by the Owner Trust and Agent; provided, however, that in the case of any such Tax Claim, if such Lessor Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Lessor Indemnified Person shall in such notice to the Owner Trust and Agent, so inform the Owner Trust and Agent, and such Lessor Indemnified Person shall not take any action with respect to such Tax Claim without the consent of the Owner Trust and Agent (such consent not to be unreasonably withheld or unreasonably Construction Agency Agreement delayed) for ten (10) days after the receipt of such notice by the Owner Trust and Agent unless the Lessor Indemnified Person shall be required by law or regulation to take action prior to the end of such 10-day period. (ii) The Agent shall be entitled for a period of thirty (30) days from receipt of such notice from the Lessor Indemnified Person (or such shorter period reasonably specified by the Lessor Indemnified Person as the Lessor Indemnified Person has notified the Agent as required by law or regulation for such Lessor Indemnified Person to commence such contest of such Tax Claim), to request in writing that such Lessor Indemnified Person contest the imposition of such Tax, at the Agent's sole cost and expense and the Lessor Indemnified Person shall not pay such Tax Claim during such period. The provisions of Section 12.3(k) shall control the conduct of any Tax Claim with all references in such Section to "Indemnified Person" being deemed references to "Lessor Indemnified Person." (iii) Notwithstanding anything contained herein to the contrary herein containedcontrary, Mortgagor a Lessor Indemnified Person will not be required to contest (and the Agent shall have not be permitted to contest) a Tax Claim with respect to the imposition of any Tax if such Lessor Indemnified Person shall waive its right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon indemnification under this Section 13.3 with respect to such Tax Claim (and any mechanics’, materialmen’s Tax Claim with respect to such year or any other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute taxable year the contest of any Contested Lien by appropriate legal proceedings having the effect which is materially adversely affected as a result of staying the foreclosure or forfeiture of the Premises, such waiver and shall permit Mortgagee to be represented in any such contest and shall pay all expenses incurred, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and promptly repay to the extent that Agent any Tax Advances paid to such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee if, Lessor Indemnified Person in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge respect of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidTaxes).

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

Contests. Notwithstanding anything to the contrary herein contained, Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor Except as provided in Section 5.3(e), if a Tax Authority assesses, asserts, proposes, recommends or attempts to collect on an NRG Proposed Adjustment, or submits a request for information that reasonably may relate to an NRG Proposed Adjustment or potential NRG Proposed Adjustment, Xcel shall forthwith give provide NRG with prompt notice thereof and NRG shall elect in writing, within ten business days of receipt of notice from Xcel, to contest the NRG Proposed Adjustment or potential NRG Proposed Adjustment in the manner provided in Section 5.3(b) or to agree not to contest the NRG Proposed Adjustment and pay Xcel any Contested Lien amount required to Mortgagee at the time the same shall be asserted;paid under Section 5.1. (b) Mortgagor If NRG elects to contest the NRG Proposed Adjustment, NRG shall either pay under protest or deposit with Mortgagee keep Xcel reasonably informed of the full amount contest and NRG's resolution of the contest shall be binding on Xcel (herein called “Lien Amount”) of such Contested Liensubject to Section 5.3(h)), together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; Xcel Affiliated Companies, NRG and the NRG Affiliated Companies, provided that NRG pays Xcel any amount required to be paid under Section 5. 1. Without limiting the generality of the foregoing, if NRG elects to contest an NRG Proposed Adjustment, (i) NRG shall assume responsibility for contesting the NRG Proposed Adjustment and settling or litigating it to a Final Determination, all at NRG's sole cost and expense; (ii) Xcel shall take all steps reasonably necessary to authorize NRG to contest the NRG Proposed Adjustment, including executing powers of attorney and promptly delivering to NRG any written materials received by Xcel from any source other than NRG relating to the NRG Proposed Adjustment; (iii) NRG shall provide Xcel with copies of all material documents received from or submitted to the Tax Authority in lieu connection with the contest, including copies of such any Final Determination, Form 870 or other documentation relating to resolution of the contest; (iv) if NRG decides to pay the NRG Proposed Adjustment and xxx for a refund, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment; (v) if NRG and the Tax Authority enter into an agreement that does not result in a Final Determination, including an agreement on Form 870, NRG shall advance to Xcel, on an interest-free basis and without duplication, the amount of Tax required to be paid by Xcel in connection with the NRG Proposed Adjustment; and (vi) if a Final Determination requires that Xcel make a payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such the Tax Authority with respect to the NRG Proposed Adjustment, NRG, without duplication, shall pay to Xcel the amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee;required under Section 5.1. (c) Mortgagor Payments with respect to amounts contested under Section 5.3(b) shall diligently prosecute be made as follows: Xcel and NRG shall agree on the contest of any Contested Lien by appropriate legal proceedings having date on which payment will be made to the effect of staying Tax Authority (the foreclosure or forfeiture of "Payment Date"), NRG shall remit the Premisespayment amount to Xcel no later than two business days before the Payment Date, and Xcel shall permit Mortgagee make payment to the Tax Authority no later than the Payment Date. If the relevant Tax Law or Tax Authority establishes a date by which payment to the Tax Authority must be represented in made, that date shall be the Payment Date. If Xcel receives a refund of an amount paid pursuant to Section 5.3(b), Xcel shall remit the refund amount to NRG, together with any such contest and shall pay all expenses incurredinterest received thereon, in so doing, including fees and expenses within two business days of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); andreceipt thereof. (d) Mortgagor shall pay such Contested Lien Except as provided in Section 5.3(e), and all Lien Amounts together without regard to whether Xcel obtains a Final Determination with interest and penalties thereon respect to the NRG Proposed Adjustment in issue, if NRG (i) if elects not to contest an NRG Proposed Adjustment, (ii) elects to contest an NRG Proposed Adjustment and fails to the extent that any such Contested Lien shall be determined adverse to Mortgagorobtain a Final Determination, or (iiiii) forthwith upon demand by Mortgagee iffails to give Xcel the NRG election notice required under Section 5.3(a), in the opinion of Mortgagee, and notwithstanding any such contest, the Premises NRG shall be deemed to have agreed to the NRG Proposed Adjustment and shall pay Xcel any amount required to be paid under Section 5.1 on or before the later to occur of (x) the date Xcel makes payment to the Tax Authority and (y) ten business days after NRG receives notice from Xcel of the amount required to be paid, along with a computation in jeopardy or sufficient detail to inform NRG of the basis for its payment obligation and of the manner in danger of being forfeited or foreclosed; which its obligation was computed. (e) Nothing in this Section 5.3 shall prevent NRG from contending that an asserted NRG Proposed Adjustment is not a matter for which NRG is liable under Section 5.1, provided that if Mortgagor NRG gives Xcel written notice to that effect no later than fifteen business days after receipt of the Xcel notice described in Section 5.3(a). Any dispute arising under this Section 5.3(e) shall fail so be resolved in accordance with the procedures set forth in Section 7.10. If a dispute is resolved in Xcel's favor, NRG shall pay Xcel any amount that NRG owes under Section 5.1 at the time of the resolution within ten business days of the date of resolution and any other amount owed under Section 5.1 in accordance with the other provisions of this Section 5. NRG may not contest an asserted NRG Proposed Adjustment and also contend that it is not a matter for which NRG is liable under Section 5. (f) If a contest or other resolution of a Tax Item of NRG results in Xcel's receipt of a refund or realization of a Tax Benefit other than a refund, Xcel shall pay the refund or the amount of the other Tax Benefit to doNRG within two business days of receipt or realization thereof, Mortgagee maytogether with any interest allowed thereon. (g) Sections 5.3(b), (c), (d) and (f), but not Sections 5.3(a) or (e), shall not be required toapply to the NRG Proposed Adjustments proposed or asserted by a Tax Authority before the date of this Agreement, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary which adjustments are described on Schedule 5.3 to this Agreement, together with their agreed disposition. (h) Nothing in this Section 5.3 shall waive Xcel's rights under the judgment Settlement Agreement if NRG is in breach of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (bSection 6(e) above and may demand payment upon any bond or title indemnity furnished as aforesaid7(c) thereof.

Contests. Notwithstanding anything (a) If an adjustment shall be proposed by the IRS in writing that, if sustained, would result in a Loss for which Old Dominion could be required to indemnify the Owner Participant under this Agreement, the Owner Participant agrees promptly to notify Old Dominion in writing of such proposed adjustment; PROVIDED, HOWEVER, that any failure to provide such notice shall not relieve Old Dominion of any obligation to indemnify the Owner Participant hereunder unless such failure precludes or materially adversely effects the initiation or continuation of the contest of such adjustment. If (i) within 90 days after receipt of such notice Old Dominion shall request in writing that the Owner Participant contest such proposed adjustment and (ii) the Owner Participant shall have received, at the commencement of the contest and before each level of judicial proceeding, an opinion of Independent Tax Counsel, to the contrary herein containedeffect that there is a Reasonable Basis for contesting the proposed adjustment (and, Mortgagor in the case of an appeal from an adverse judicial determination, an opinion from such counsel to the effect that there is a substantial possibility (which is a higher standard than Reasonable Basis, although it is not necessarily more likely than not) that such adverse determination will be reversed or substantially modified upon appeal in a manner favorable to the taxpayer) (which opinions (a) will be furnished at Old Dominion's expense, and (b) the Owner Participant will assist in good faith and with diligence in promptly procuring), the Owner Participant shall contest such proposed adjustment; PROVIDED, HOWEVER, that the Owner Participant may, in its sole discretion, either pay the tax proposed and xxx for a refund or contest the proposed adjustment in any permissible forum considering, however, in good faith such requests as Old Dominion may make concerning the most appropriate forum in which to proceed. Notwithstanding the foregoing, the Owner Participant shall not be required to pursue any such contest unless (v) Old Dominion shall have agreed in writing to pay and shall pay on demand all reasonable costs and expenses that the right Owner Participant shall incur in connection with contesting such proposed adjustment, including, without limitation, reasonable attorneys', accountants' and investigatory fees and disbursements; (w) the proposed adjustment that could result in a payment by Old Dominion (if a lump-sum amount were to contest be paid pursuant to Section 4(b)(2) hereof) in connection with such proposed adjustment, taking into account the amount of all similar and logically related adjustments with respect to the transactions contemplated by appropriate legal proceedings diligently prosecuted the Operative Documents that could be raised in an audit of any Taxes imposed other taxable year of the Owner Participant (including any future taxable year) not barred by the statute of limitations shall be at least $100,000 and at least $250,000 with respect to any judicial appeal; (x) no Payment Default or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereundershall have occurred and be continuing; and (y) if the Owner Participant shall determine to pay the tax proposed and xxx for a refund, ifOld Dominion shall advance to the Owner Participant on an interest-free basis and with no additional net after-tax cost to the Owner Participant sufficient funds to pay the tax and interest, but only if: penalties and additions to tax payable with respect thereto (a) Mortgagor to the extent such amount is indemnified against pursuant to Section 4 hereof (an "Advance")); and PROVIDED, HOWEVER, that the Owner Participant shall forthwith give notice of not be required to pursue any Contested Lien appeal to Mortgagee at the time the same shall be asserted;United States Supreme Court. (b) Mortgagor The Owner Participant also shall either pay under protest not be required to contest any proposed adjustment if the subject matter thereof shall be of a continuing nature and there shall have been a Final Determination with respect thereto, unless there shall have been a change in facts or deposit law (including, without limitation, amendments to statutes or Treasury Regulations, administrative rulings and court decisions), and the Owner Participant shall have received an opinion of Independent Tax Counsel (which opinion (i) will be furnished at Old Dominion's expense, and (ii) the Owner Participant will assist in good faith and with Mortgagee diligence in promptly procuring) to the full amount (herein called “Lien Amount”) effect that as the result of such Contested Lienchange in facts or law there is a substantial possibility (which is a higher standard than Reasonable Basis, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during although it is not necessarily more likely than not) that the period of contest; provided that Owner Participant will prevail in lieu the contest of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee;proposed adjustment. (c) Mortgagor In connection with any proposed adjustment described in Section 6(a) hereof, the Owner Participant shall diligently prosecute not make payment of such proposed adjustment for at least 30 days after the giving of written notice of such proposed adjustment to Old Dominion (except that if the Owner Participant shall be required by law or regulation to take action with respect to any such adjustment prior to the end of such 30-day period, the Owner Participant shall, in such notice to Old Dominion, so inform Old Dominion, and the Owner Participant shall not take any action with respect to such adjustment without the consent of Old Dominion (not unreasonably to be withheld) before the date on which the Owner Participant shall be required to take action). Notwithstanding anything herein to the contrary, the Owner Participant shall have full control over any contest pursuant to this Section 6 and shall determine in its sole discretion the nature of all actions to be taken in connection with any contest including the right to pursue or forego any administrative proceedings; PROVIDED, HOWEVER, that the Owner Participant shall contest such claim at the administrative level if such action shall be necessary to preserve available judicial remedies; and PROVIDED, FURTHER, the Owner Participant shall consult in good faith with Old Dominion and its counsel in the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, claim and shall permit Mortgagee keep such counsel reasonably informed regarding such contest. Nothing contained in this Section 6 shall require the Owner Participant to contest a proposed adjustment that it would otherwise be represented required to contest pursuant to this Section 6 if the Owner Participant (i) waives the payment by Old Dominion of any amount that might otherwise be payable by Old Dominion under this Agreement by way of indemnity in respect of such proposed adjustment and (ii) pays to Old Dominion any amount of taxes, interest, penalties and additions to tax previously paid or advanced by Old Dominion pursuant to this Agreement with respect to such contest and shall pay all expenses incurredproposed adjustment, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing plus interest on such amounts at the Default Rate until paidIRS rate for refunds, and payable upon demand)from the date of payment by Old Dominion to the Owner Participant of such amounts to (but excluding) the date of repayment of such amounts by the Owner Participant to Old Dominion; andPROVIDED, HOWEVER, that if the Owner Participant settles a proposed adjustment such that Old Dominion is precluded as a matter of law from initiating or continuing a contest hereunder of any adjustment for any other taxable period, the Owner Participant shall be deemed to have waived the payment by Old Dominion under this Agreement of any indemnity amounts in respect of such other adjustment. (d) Mortgagor If Old Dominion shall pay have requested the Owner Participant to contest a proposed adjustment as above provided and shall have duly complied with all the terms of this Section 6, Old Dominion's liability for indemnification due under Section 4 hereof shall, at Old Dominion's election (except for amounts provided for under Section 6(a) hereof), be deferred until Final Determination of the liability of the Owner Participant. At such Contested Lien and all Lien Amounts time, Old Dominion shall become obligated for the payment of any indemnification due under Section 4 hereof resulting from the outcome of such contest. Upon payment in full by Old Dominion of any indemnity amounts due under this Agreement, the Owner Participant shall become obligated to refund to Old Dominion an amount equal to any amount received as a refund of income taxes by the Owner Participant or credited to the Owner Participant (including any refund or credit that would have been received but for a counterclaim or other claim not indemnified by Old Dominion hereunder) that is fairly attributable to advances or indemnity payments made by Old Dominion under this Agreement, together with any interest received (or that would have been received) by the Owner Participant on such refund, plus an amount equal to any tax benefit realized by the Owner Participant as the result of the payment contemplated by this sentence. Such obligations of the Owner Participant and penalties thereon (i) if Old Dominion will first be set off against each other, and any difference owing by either party shall be paid within 30 days after such Final Determination but not prior to the extent that any such Contested Lien shall be date determined adverse to Mortgagor, or (iiin accordance with Section 4(b) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidhereof.

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

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

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

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

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

Contests. Notwithstanding anything to the contrary herein contained, Mortgagor shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, but only if: (a) Mortgagor After the Closing Date, Buyer shall forthwith give notify Seller in writing within ten (10) days of the date a claim is made or threatened in writing by any Taxing Authority that, if successful, may reasonably be expected to result in an indemnity payment by Seller under Section 11.1 (a “Tax Claim”). Such notice shall contain factual information describing in reasonable detail the nature and basis of such claim and the amount thereof, to the extent known, and shall include copies of any Contested Lien notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. Failure by Buyer to Mortgagee at give such notice to the time Seller shall not relieve the same shall be asserted;Seller of any liability that it may have on account of its indemnification obligation under this Section 11, except to the extent that Seller demonstrates that the defense of such claim is prejudiced by Buyer’s failure to give such notice. (b) Mortgagor Seller will have the right, at its option, upon timely notice to Buyer, to assume at its own expense control of any Audit or other defense of any Tax Claim (other than a Tax Claim relating solely to Taxes of Xxxx for a Straddle Period, which as described below, the parties shall either pay under protest jointly control) with its own counsel, provided that Seller’s notice acknowledges Seller’s indemnification liability for such claim. Seller’s right to control a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by Seller or deposit for which Seller would be liable pursuant to Section 11.1. Costs of defending or contesting such Tax Claims are to be borne by Seller unless the Tax Claim relates to a Straddle Period, in which event such costs shall be fairly apportioned as described below. Buyer and Xxxx at their own expense each shall cooperate with Mortgagee Seller in contesting any Tax Claim, which cooperation shall include the full amount retention and, upon Seller’s request, the provision of records and information that are reasonably relevant to such Tax Claim and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. Notwithstanding the foregoing, Seller shall neither consent nor agree to the settlement of any Tax Claim with respect to any liability for Taxes in excess of US Dollars ten thousand (herein called “Lien Amount”USD 10,000) on the part of Xxxx or any affiliated group (as defined in Section 1504(a) of such Contested Lienthe Code) of which Xxxx is a member for any Post-Closing Tax Period without the prior written consent of Buyer, together with such amount as Mortgagee which consent shall not be unreasonably withheld, conditioned or delayed. Neither Seller, nor any Affiliate of Seller, shall file an amended Tax Return that may reasonably estimate as interest increase the liability for Taxes of Xxxx for any Post-Closing Tax Period without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or penalties which might arise during delayed. For the period avoidance of contest; provided that doubt, unless otherwise authorized by Seller in lieu writing, only Seller is authorized to file any Tax return respecting Xxxx and any of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount and formits Subsidiaries for any pre-Closing Tax period, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute including the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture portion of the Premises, Tax year ending on the Closing Date. Buyer and Seller shall permit Mortgagee jointly control all proceedings taken in connection with any Tax Claims relating solely to be represented in any such contest a Straddle Period of Xxxx and each party shall pay all expenses incurred, in so doing, including fees bear its own out-of-pocket costs and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien contest and all Lien Amounts together with interest joint costs and penalties thereon (i) if and to expenses of the extent that any such Contested Lien contest shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee if, borne in the opinion of Mortgagee, and notwithstanding any such contest, same ratio as the Premises shall applicable proposed Tax would be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidallocated.

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

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

Contests. Notwithstanding anything to the contrary herein contained, Mortgagor (a) Tenant shall have the right to contest the validity, in whole or in part, of any Imposition by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become a lien thereon and any mechanics’, materialmen’s or other liens or claims for lien upon the Premises (all herein called “Contested Liens”), and no Contested Liens shall constitute an Event of Default hereunder, if, conducted in good faith but only after payment of such Imposition unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event Tenant may postpone or defer payment of such Imposition during the pendency of such proceedings if: (ai) Mortgagor neither the Demised Premises nor any part thereof would, by reason of such postponement or deferment, be in danger of being sold, forfeited or lost; and (ii) if Tenant is not an Investment Grade Entity, Tenant shall forthwith give notice have deposited with Landlord 100% the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Demised Premises or any part thereof in such proceedings, and shall have furnished to Landlord additional security reasonably satisfactory to Landlord sufficient to cover such amount, together with interest, penalties and charges for the period which such proceedings may reasonably be expected to take. Landlord shall hold all funds deposited by Tenant pursuant to the preceding sentence in an interest bearing account in a New York Clearing House member bank, and the interest thereon shall be credited to Tenant (Tenant to pay all taxes on such interest). Upon the termination of any Contested Lien such proceedings, Tenant shall pay, or may direct Landlord to Mortgagee pay out of such deposit, the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities accrued in connection therewith, and, upon such payment, Landlord shall return to Tenant, with interest, the balance of the amount, if any, deposited with Landlord with respect to such Imposition. If, at any time during the time continuance of such proceedings, Landlord shall reasonably deem the same amount deposited insufficient, Tenant shall, within thirty (30) days after written demand therefor, make an additional deposit of such sum as Landlord reasonably may request, and upon failure of Tenant so to do, Landlord in addition to any other remedy it may have, may apply the amount theretofore deposited to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees or other liability accruing in any such proceedings, and the balance, if any, shall be asserted;returned to Tenant. (b) Mortgagor Landlord shall either pay under protest or deposit with Mortgagee have the full amount (herein called “Lien Amount”) of such Contested Lienright, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish at Landlord's election, to Mortgagee a bond or title indemnity in such amount and form, and issued by a bond or title insuring company, as may be satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the contest of any Contested Lien by appropriate legal proceedings having the effect of staying the foreclosure or forfeiture of the Premises, and shall permit Mortgagee to be represented participate in any such contest proceedings brought by Tenant pursuant to Section 5.3(a) hereof during the last five (5) tax years during the Term hereof. Landlord shall provide all information and transfer to Tenant all responsibility with respect to the tax certiorari proceedings with respect to the Building and the Land which has been brought by Landlord for the tax year commencing on July 1, 2001, and ending on June 30, 2002, provided that Tenant shall pay all expenses incurredemploy counsel reasonably acceptable to Landlord to consummate such proceedings. Landlord shall terminate the portion of the existing agreement between Landlord and Deloitte & Touche which relates to the 2001-2002 tax certiorari proceedings with respect to the Building and Land. In the event that Tenant elects not to bring any such proceedings for any tax year during the Term hereof, in so doingLandlord shall have the right, including fees but not the obligation, to bring such proceedings. The reasonable costs and expenses incurred by Landlord in connection with any such proceedings shall be allocated between Landlord and Tenant in proportion to the respective amounts of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest square footage occupied by each in the Building at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and to the extent that any such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay all such Contested Liens and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in the judgment of the Mortgagee to obtain the release and discharge time of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaid.proceedings. Any "net tax refund"

Contests. Notwithstanding anything If any claim shall be made against any Indemnified Party or if any proceeding shall be commenced against any Indemnified Party (including a written notice of such proceeding) for any Tax as to which the Lessee may have an indemnity obligation pursuant to this Section 5.04, such Indemnified Party shall within thirty (30) days notify the Lessee in writing (provided that failure to so notify the Lessee within thirty (30) days shall not alter such Indemnified Party's rights under this Section 5.04 except to the contrary herein containedextent such failure precludes or materially adversely affects the ability to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, Mortgagor proceeding or Tax without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after the receipt of such notice by the Lessee; provided, however, that in the case of any such claim or proceeding, if such Indemnified Party shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Party shall in such notice to the Lessee, so inform the Lessee, and such Indemnified Party shall not take any action with respect to such claim, proceeding or Tax without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Lessee unless the Indemnified Party shall be required by law or regulation to take action prior to the end of such 10-day period. Participation Agreement Proprietary & Confidential The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from the Indemnified Party (or such shorter period as the Indemnified Party has notified the Lessee is required by law or regulation for such Indemnified Party to commence such contest), to request in writing that such Indemnified Party contest the imposition of such Tax, at the Lessee's sole cost and expense. If (x) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax liability of such Indemnified Party for which the Lessee has not agreed to indemnify such Indemnified Party, (y) such contest must be pursued in the name of the Indemnified Party, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Party for which the Lessee has not agreed to indemnify such Indemnified Party or (z) the Indemnified Party so requests, then the Lessee shall be permitted to control the contest of such claim, provided that in the case of a contest described in clause (y), if the Indemnified Party reasonably determines that such contest by the Lessee could have an adverse impact on the business or operations of the Indemnified Party, such Indemnified Party may elect to control or reassert control of the contest, and provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Tax ultimately determined to be due by reason of such claim. In all other claims requested to be contested by the Lessee, such Indemnified Party shall control the contest of such claim. In no event shall the Lessee be permitted to contest (or the Indemnified Party be required to contest) any claim (A) if such Indemnified Party provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or could involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on any Property or any part of any thereof unless the Lessee shall have the right to contest by appropriate legal proceedings diligently prosecuted any Taxes imposed or assessed upon the Premises or which may be or become posted and maintained a lien thereon and any mechanics’, materialmen’s bond or other liens or claims for lien upon security satisfactory to the Premises relevant Indemnified Party in respect to such risk, (all herein called “Contested Liens”), and no Contested Liens shall constitute B) if an Event of Default hereunderhas occurred and is continuing under Section 6.01(a), if, but only if: (ah) Mortgagor or (i) unless the Lessee shall forthwith give notice of any Contested Lien to Mortgagee at the time the same shall be asserted; (b) Mortgagor shall either pay under protest or deposit with Mortgagee the full amount (herein called “Lien Amount”) of such Contested Lien, together with such amount as Mortgagee may reasonably estimate as interest or penalties which might arise during the period of contest; provided that in lieu of such payment Mortgagor may furnish to Mortgagee a bond or title indemnity in such amount have posted and form, and issued maintained by a bond or title insuring company, as may be other security satisfactory to Mortgagee; (c) Mortgagor shall diligently prosecute the relevant Indemnified Party in respect of the Taxes subject to such claim and any and all expenses for which the Lessee is responsible hereunder reasonably foreseeable in connection with the contest of any Contested Lien by appropriate legal proceedings having such claim, (C) unless the effect of staying Lessee shall have agreed to pay and shall pay, to such Indemnified Party on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnified Party may incur in connection with contesting such Tax including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the foreclosure or forfeiture payment of the PremisesTax prior to the contest, unless the Lessee shall provide to the Indemnified Party an interest- free advance in an amount equal to the Tax that the Indemnified Party is required to pay (with no additional net after-tax costs to such Indemnified Party). In addition for Indemnified Party controlled contests and claims contested in the name of such Indemnified Party in a public forum, no contest shall be required (A) unless the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnified Party with respect to any period for which the Lessee may be liable to pay an indemnity under this Section 5.04) exceeds $25,000 and (B) unless, if requested by such Indemnified Party, the Lessee shall have provided to such Indemnified Party an opinion of independent tax counsel selected by such Indemnified Party and reasonably acceptable to the Lessee that a reasonable basis exists to contest such claim. In no event shall an Indemnified Party be required to appeal an adverse judicial determination to the United States Supreme Court. Participation Agreement Proprietary & Confidential The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, provided, however, that if the Indemnified Party is the controlling party and the Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Indemnified Party rejects such settlement offer, then the amount for which the Lessee will be required to indemnify such Indemnified Party with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall permit Mortgagee provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to be represented the controlling party thereof, in connection with such claim or the contest thereof. Each Indemnified Party shall, at the Lessee's sole cost and expense, supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any such contest and shall pay all expenses incurredaction, in so doing, including fees and expenses of Mortgagee’s counsel (all of which shall constitute so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand); and (d) Mortgagor shall pay such Contested Lien and all Lien Amounts together with interest and penalties thereon (i) if and suit or proceeding to the extent permitted by this Section 5.04(d); provided, however, that any such Contested Lien shall be determined adverse to Mortgagor, or (ii) forthwith upon demand by Mortgagee if, in the opinion of Mortgagee, and notwithstanding any such contest, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed; provided that if Mortgagor shall fail so to do, Mortgagee may, but Indemnified Party shall not be required toto provide to the Lessee copies of its tax returns or any other information, pay all such Contested Liens documentation or materials that it deems to be confidential or proprietary. No Indemnified Party shall enter into any settlement or other compromise or fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 5.04 (and Lien Amounts and interest and penalties thereon and such other sums as may be necessary in with respect to which contest is required under this Section 5.04) without the judgment prior written consent of the Mortgagee Lessee, unless such Indemnified Party waives its right to obtain be indemnified under this Section 5.04 with respect to such claim. Notwithstanding anything contained herein to the release contrary, an Indemnified Party will not be required to contest (and discharge the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Indemnified Party shall waive its right to indemnification under this Section 5.04 with respect to such claim (and any claim with respect to such year or any other taxable year the contest of which is materially adversely affected as a result of such liens; and any amount expended by Mortgagee in so doing shall be so much additional Indebtedness bearing interest at the Default Rate until paid, and payable upon demand; and provided further that Mortgagee may in such case use and apply monies deposited as provided in subsection (b) above and may demand payment upon any bond or title indemnity furnished as aforesaidwaiver.)