Common use of Right to Contest Clause in Contracts

Right to Contest. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, the amount any above-described item or validity or application in whole or in part of any of the Taxes or Other Chargeslien with respect thereto, provided that: that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After Notwithstanding anything to the contrary contained in this Section, Mortgagor shall have the right to contest in good faith any Imposition imposed on the Premises, provided that and so long as (i) the same is done by Mortgagor upon prior written notice to Lender, Borrower, Mortgagee and at its own expense, may contest by appropriate legal proceeding, promptly initiated Mortgagor's sole cost and conducted in good faith expense and with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default existsdiligence and continuity so as to resolve such contest as promptly as possible; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property Premises will not be in immediate danger of being sold for such unpaid Taxes forfeited or Other Charges, or Borrower has paid all lost by reason of such Taxes or Other Charges under protestcontest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument contest shall not subject Mortgagee to which Borrower prosecution for a criminal offense or the Property is subject and does not constitute a default thereunderclaim for civil liability; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower Mortgagor shall deposit with Lender cash (establish a reserve or other security as may be approved, in writing, by Lender) with Mortgagee in an amount Lender deems sufficient and in form and substance satisfactory to insure Mortgagee for application toward the payment cost of any such Taxes curing or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent removing the same from record pursuant to clause (125%v) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lenderbelow; (v) Borrower furnishes in any event, each such contest shall be concluded and the tax assessment, penalties, interest and cost shall be paid prior to Lender all other items reasonably requested by Lenderthe date such judgment becomes final or any writ or order is issued under which the Premises may be sold pursuant to such judgment; and (vi) Mortgagor agrees in writing to indemnify and hold harmless Mortgagee from and against any and all expenses, claims, demands, obligations, liabilities, suits, actions and penalties upon a final or arising out of such contest. Pending the determination thereof, Borrower promptly pays the amount of any such Taxes or Other Chargescontest, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender Mortgagor shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and pay any such Imposition unless non-payment of such amounts Imposition will subject the Premises to sale or other liability or forfeit by reason of non-payment. In addition, to the extent that the same may be permitted by law, Mortgagor shall have the right to apply for the conversion of any Imposition to make the same payable in annual installments over a period of years, and upon such conversion Mortgagor shall be secured obligated only to pay and discharge said periodic installments as required by the Security Instrument and other collateral given to secure the Loanthis Section.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor's receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee's determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, the amount any above-described item or validity or application in whole or in part of any of the Taxes or Other Chargeslien with respect thereto, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys' fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

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

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Xxxxxx. In the event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within fifteen (15) days of Xxxxxx’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, the amount any above-described item or validity or application in whole or in part of any of the Taxes or Other Chargeslien with respect thereto, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Xxxxxx, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After In the event Walgreens shall not be in compliance with the terms of the Walgreens Lease obligating Walgreens to undertake the payment of Taxes and Other Charges assessed or imposed against the Property, after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the tl1e disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s 's judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower "'with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Right to Contest. After prior written notice If requested by Lessor, within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or application application, in whole or in part part, of any of the Taxes or Other Chargessuch item, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestoccurred which is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor's receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee's determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, the amount any above-described item or validity or application in whole or in part of any of the Taxes or Other Chargeslien with respect thereto, provided that: that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys' fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

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

Right to Contest. After In the event Walgreens shall not be in compliance with the tenns of the Walgreens Lease obligating Walgreens to undertake the payment of Taxes and Other Charges assessed or imposed against the Prope1iy, after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s 's judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Right to Contest. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceedingproceedings, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends proceedings suspend the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount which Lender deems (together with all funds then existing in the Tax Escrow Account) sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with LenderLender (after crediting all amounts then existing in the Tax Escrow Account which are not otherwise reserved for other known Taxes or Other Charges due or to become due); (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower Borrower, subject to the provisions of the following sentence, promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may shall pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s 's reasonable judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Right to Contest. After prior Grantor shall have the right to contest in good faith the validity or amount of any tax assessment or lien arising from any work performed at or materials furnished to the premises which right, however, is conditional upon (i) such contest having the effect of preventing the collection of the tax, assessment or lien so contested and the sale or forfeiture of the premises or any part thereof or interest therein to satisfy the same, (ii) Grantor giving Beneficiary written notice of its intention to Lendercontest the same in a timely manner, Borrowerwhich, at its own expensewith respect to any contested tax or assessment, shall mean before any such tax, assessment or lien has been increased by any penalties or costs, and with respect to any contested mechanic"s lien claim, shall mean within thirty (30) days after Grantor receives actual notice of the filing thereof, (iii) Grantor making and thereafter maintaining with Beneficiary or such other depositary as Beneficiary may designate, a deposit of cash (or United States government securities, in discount form, or other security as may, in Beneficiary"s sole discretion, be acceptable to Beneficiary, and in either case having a present value equal to the amount herein specified) in an amount no less than One Hundred Fifty Percent (150%) of the amount which, in Beneficiary"s reasonable opinion, determined from time to time, shall be sufficient to pay in full such contested tax, assessment or lien and penalties, costs and interest that may become due thereon in the event of a final determination thereof adverse to Grantor or in the event Grantor fails to prosecute such contest as herein required, or in lieu thereof, Grantor providing to Beneficiary title insurance over such matters in form and substance reasonably acceptable to Beneficiary, and (iv) Grantor diligently prosecuting such contest by appropriate legal proceedingproceedings. In the event Grantor shall fail to prosecute such contest with reasonable diligence or shall fail to maintain sufficient funds, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approvedaforesaid, on deposit as hereinabove provided, Beneficiary may, at its option, liquidate the securities deposited with Beneficiary, and apply the proceeds thereof and other monies deposited with Beneficiary in writingpayment of, by Lender) in an amount Lender deems sufficient to insure or on account of, such taxes, assessments, or liens or any portion thereof then unpaid, including the payment of any such Taxes or Other Charges together with interest all penalties and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Right to Contest. After prior written notice The Borrower Parties shall have the right to Lendercontest the amount or validity of any Imposition, BorrowerLegal Requirement, at its own expenseInsurance Requirement, may contest Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Properties, by appropriate legal proceedingproceedings, promptly initiated and conducted in good faith and with due diligence, provided that (a) the amount foregoing shall in no way be construed as relieving, modifying or validity or application in whole or in extending the Borrower Parties’ obligation to pay any Claims as finally determined, (b) no part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the affected Property will not shall be in any immediate danger of being sold for such unpaid Taxes sale, forfeiture, attachment or Other Chargesloss, and (c) the Borrower Parties shall indemnify and hold harmless Lender from and against any cost, claim, damage, penalty or Borrower has paid all of such Taxes reasonable expense, including reasonable attorneys’ fees, incurred by the Lender in connection therewith or Other Charges under protest; (iii) such proceeding is permitted under and is conducted as a result thereof. Lender agrees to join in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, proceedings if anyrequired legally to prosecute such contest, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) Lender shall not thereby be deposited with Lender; (v) Borrower furnishes subjected to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless the applicable Borrower Party agrees by agreement in form and substance reasonably satisfactory to Lender, to assume and indemnify Lender with respect to the same. The Borrower Parties shall be entitled to any refund of any Claims and such charges and penalties or interest thereon), Borrower shall be liable for thereon which have been paid by such Guarantor or paid by Lender to the deficiencyextent that Lender has been fully reimbursed by such Guarantor. If the Borrower Parties shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Lender pays the deficiency may, upon reasonable notice to such Guarantor (which Lender notice shall not be obligated to dorequired if Lender shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and the amount paid by Borrower Parties shall reimburse Lender shall be added to principaltherefor, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loanupon demand, as Additional Charges.

Right to Contest. After Tenant, at its expense, after prior written notice to Lender, Borrower, at its own expenseLandlord, may contest contest, by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, the amount any applicable law with which Tenant is required to comply pursuant to this Lease or validity any lien, encumbrance or application in whole or in part of any of the Taxes or Other Chargescharge allegedly incurred by Tenant and not permitted by this Lease, provided that: that (i) no Event the commencement of Default exists; such proceedings shall suspend the enforcement or collection thereof against or from Landlord and against or from the Building, (ii) such proceeding suspends neither the collection of such Taxes Building nor any rent therefrom nor any part thereof or Other Charges and the Property will not interest therein would be in any danger of being sold for such unpaid Taxes sold, forfeited, attached or Other Chargeslost, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding contest is permitted under and is conducted in accordance with the provisions terms of any other instrument to which Borrower mortgage or deed of trust encumbering the Property is subject and does not constitute a default thereunder; Building, (iv) Tenant shall have furnished such security, if Borrower has not paid the disputed amounts in full under protestany, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approvedreasonably required by Landlord and the holder of any mortgage (or beneficiary under a deed of trust) encumbering the Building in connection with the proceedings, and (v) if such contest be finally resolved against Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as reasonably may be required in writing, by Lender) any such contest. Tenant shall not be in an amount Lender deems sufficient default hereunder in respect to insure the compliance with any applicable law with which Tenant is obligated to comply or in respect to the payment of any such Taxes lien, encumbrance or Other Charges together with interest and penalties thereon, if any, charge not permitted by this Lease which Tenant is in good faith contesting; provided that after a Securitizationthe requirements of this Section have been satisfied. Tenant, one hundred twenty-five percent (125%) at Tenant’s expense, with the prior written consent of Landlord which shall not be unreasonably withheld, may contest the contested amount (plus anticipated penalty and interest) shall be deposited real estate tax assessment on the Building. Landlord agrees to cooperate reasonably with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of Tenant in connection with any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable real estate tax assessment contest; provided that Tenant shall reimburse Landlord on demand for any reasonable expenses incurred by Landlord in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $25,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or application application, in whole or in part part, of any of the Taxes or Other Chargessuch item, provided that: that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s 's judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Xxxxxx. In the event Xxxxxx receives a tax bill, Lessor shall forward said bill to Lessee within fifteen (15) days of Xxxxxx’s receipt thereof; provided, however, Xxxxxx’s failure to forward said bill shall not constitute a default by Lessor under this Lease. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, any above-described item or lien with respect thereto or the amount or validity or application in whole or in part assessed valuation of any of the Taxes or Other ChargesProperties, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Xxxxxx and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time whenLessor shall, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Xxxxxx, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After prior written notice to LenderFrom and after the Commencement Date, BorrowerTenant shall have the right, at its own cost and expense, may to contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application validity, in whole or in part part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition or reserves set aside for the Taxes same, unless such payment, or Other Chargesa payment thereof under protest, provided that: would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of this Section 4.5, Tenant may postpone or defer payment of such Imposition if (i) no Event of Default exists; (ii) such proceeding suspends neither the collection Premises nor any portion thereof would, by reason of such Taxes postponement or Other Charges and the Property will not deferment, be in danger of being sold for such unpaid Taxes forfeited or Other Chargeslost, or Borrower has paid all of such Taxes or Other Charges under protest; and (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (ivii) if Borrower Tenant has not paid the disputed amounts in full assigned this Lease other than to an affiliate under protestcommon Control (as that term is defined below) with Tenant, unless amounts in Tax Escrow are sufficient, Borrower Tenant or its assignee shall deposit have deposited with Lender cash (or other security as may be approved, in writing, by Lender) Landlord in an amount Lender deems sufficient escrow account cash payable to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays Landlord in the amount of any such Taxes or Other Chargesthe Imposition so contested and unpaid, together with all costs, interest and penalties which may be payable accrue in Landlord's reasonable judgment in connection therewith, and all charges that may or might be assessed against or become a charge on the Premises or any portion thereof during the pendency of such proceedings, or such other form of security reasonably satisfactory to Landlord. Lender Tenant shall have the right, subject to Landlord's approval, not to be unreasonably withheld, delayed or conditioned, to select the counsel to be retained in connection with the prosecution of any such proceedings. If, during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem in good faith that the amount deposited, if any, as aforesaid, is insufficient, Tenant shall, upon demand of Landlord, make additional deposits of such additional sums of money as Landlord may reasonably request. Upon failure of Tenant to make such additional deposits, the amount theretofore deposited, together with sums deposited in the Tax Account, may be applied by Landlord to the payment, removal and discharge of such Imposition and any interest, fines and penalties incurred or imposed in connection therewith, and any costs, fees (including reasonable attorneys' fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon the termination of any such proceedings, Tenant shall pay over the amount of such Imposition 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, together with any security held by Lender pursuant costs, fees, including reasonable attorneys' fees, interest, penalties, fines and other liability incurred or imposed in connection therewith, and upon such payment Landlord shall return all amounts deposited with it with respect to the contest of such Imposition, as aforesaid, or, at the written direction of Tenant, Landlord shall make such payment out of the funds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Landlord shall not be required to join in any proceedings referred to in this Section to 4.5 unless the claimant entitled thereto provisions of any law, rule or regulation at any the time whenin effect shall require that such proceedings be brought by or in the name of Landlord, in Lender’s judgmentwhich event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, representation by legal counsel of its choice. Landlord shall not ultimately be subject to any penalties liability for the payment of any fees, including attorneys' fees, costs and expenses incurred or interest thereonimposed in connection with such proceedings. Tenant agrees to pay all such fees (including reasonable attorneys' fees), Borrower shall be liable costs and expenses, or, on demand, to make reimbursement to Landlord for such payment. Subject to the deficiency. If Lender pays foregoing, Landlord agrees to cooperate with Tenant, at no material out-of-pocket expense to Landlord, in connection with any efforts by Tenant to obtain any available abatements, reductions, rebates, reassessments of valuation or other relief with respect to the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the LoanImpositions.

Right to Contest. After prior written notice Within five (5) Business Days of the date by which each tax and assessment payment is required by this Section 5.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with receipts or other evidence reasonably satisfactory to Lessor that each tax and assessment has been timely paid by Xxxxxx. In the event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within five (5) Business Days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given prior to contesting any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, any above described item or lien with respect thereto, including, without limitation, the amount or validity or application application, in whole or in part part, of any of the Taxes or Other Chargessuch item, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor or Lessor’s lender, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor or the Property is subject and does not constitute a default thereunderLessor’s lender that removes such lien or stays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all material notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Xxxxxx, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax bxxx, Lessor shall use commercially reasonable efforts to forward said bxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or application application, in whole or in part part, of any of the Taxes or Other Chargessuch item, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby. 4817-7336-4078.5 STORE/Fat Patty's Master Lease Agreement 4 Properties in KY and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.WV File No. 7210 /02-629.1

Right to Contest. After prior written notice Within five (5) Business Days of the date by which each tax and assessment payment is required by this Section 5.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with receipts or other evidence reasonably satisfactory to Lessor that each tax and assessment has been timely paid by Lxxxxx. In the event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within five (5) Business Days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given prior to contesting any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, any above described item or lien with respect thereto, including, without limitation, the amount or validity or application application, in whole or in part part, of any of the Taxes or Other Chargessuch item, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor or Lessor’s lender, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor or the Property is subject and does not constitute a default thereunderLessor’s lender that removes such lien or stays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all material notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lxxxxx, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceedingproceedings, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends proceedings suspend the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount which Lender deems (together with all funds then existing in the Tax Escrow Account) sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with LenderLender (after crediting all amounts then existing in the Tax Escrow Account which are not otherwise reserved for other known Taxes or Other Charges due or to become due); (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower Borrower, subject to the provisions of the following sentence, promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may shall pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s reasonable judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, any above described item or lien with respect thereto, including, without limitation, the amount or validity or application application, in whole or in part part, of any of the Taxes or Other Chargessuch item, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After Notwithstanding anything to the contrary contained in this section 5, the Mortgagor shall have the right to contest in good faith the validity of any such lien, encumbrance, charge or security interests, PROVIDED THAT AND SO LONG AS (1) the same is done by the Mortgagor upon prior written notice to Lender, Borrower, the Collateral Agent and at its own expense, may contest by appropriate legal proceeding, promptly initiated the Mortgagor's sole cost and conducted in good faith expense and with due diligencediligence and continuity so as to resolve as promptly as possible such question of validity; (2) neither the Mortgaged Property nor any part thereof will be in immediate danger of being forfeited or lost by reason of such contest; (3) such contest shall not subject the Collateral Agent to prosecution for a criminal offense or a claim for civil liability; (4) if required by the Collateral Agent, the Mortgagor shall either bond such lien, encumbrance, charge or security interest or establish a reserve or other security with the Collateral Agent in an amount and in form and substance satisfactory to the Collateral Agent for application towards the cost of curing or validity removing the same from record pursuant to clause (5) below; (5) the Mortgagor shall thereafter diligently proceed to cause such lien, encumbrance or application charge to be removed and discharged prior to the date the Mortgaged Property is listed for an IN REM action with respect to such lien, encumbrance or charge or any writ or order is issued under which the Mortgaged Property may be sold pursuant to a final judgment; (6) the Mortgagor agrees in whole writing to indemnify and hold harmless the Collateral Agent and the Secured Creditors from and against any and all expenses, claims, demands, obligations, liabilities, suits, actions and penalties upon or in part arising out of any of the Taxes or Other Charges, provided that: such contest and (i7) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges hereunder shall have occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loancontinuing.

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

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, the amount any above‑described item or validity or application in whole or in part of any of the Taxes or Other Chargeslien with respect thereto, provided that: that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby. 4830-8668-1413.9 STORE / RT Logic (Kratos) Lease Agreement (Existing Building Area) File No.: 7210/02-525.1

Right to Contest. After prior Landlord will, within twenty (20) days of receiving notification thereof, send to Tenant notice of any increases in assessments for Real Estate Taxes. If Landlord does not give written notice to LenderTenant, Borroweras of 15 days prior to the applicable reassessment contest deadline, of its intention to contest such reassessment, then Tenant will have the right, at its own Tenant’s expense, may to contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity of Real Estate Taxes for such tax fiscal year by appropriate administrative and legal proceedings brought either in Tenant’s name, or, if legally necessary to prosecute such contest, jointly with Landlord, by counsel selected and engaged by Tenant (and, if Landlord is a joint contestant, reasonably approved by Landlord). Landlord will execute and deliver to Tenant, at no cost to Landlord, such documents as may be reasonably necessary or application in whole proper to permit Tenant to contest Real Estate Taxes or in part which may be necessary to secure payment of any of refund which may result from any such proceedings. Any refund resulting from a proceeding brought either by Tenant or Landlord or by them jointly will be applied first to reimburse the party or parties who brought the proceeding for the costs incurred with the proceeding, and then to reimburse Tenant for the difference between the amount Tenant paid for the Real Estate Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such for each fiscal tax year involved in the proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid amount Tenant would have been required to pay if the Real Estate Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted had been assessed in accordance with the provisions decision rendered in the proceeding. Any remaining balance will be paid to Landlord. Tenant hereby agrees to indemnify and hold harmless Landlord from all liability incurred by Landlord solely as a result of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protestcontest by Tenant of Real Estate Taxes, unless amounts in Tax Escrow are sufficienttogether with any interest, Borrower shall deposit with Lender cash (penalties or other security charges thereby imposed by applicable governmental authorities solely as may be approved, in writing, a result of such contest by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereonTenant (excluding increases, if any, provided in Real Estate Taxes caused by such contest by Tenant), and Tenant agrees to indemnify and hold harmless Landlord from all liability incurred by Landlord solely as a result of any contest by Tenant of Real Estate Taxes that after results in any sale or other proceeding to enforce payment thereof. Tenant shall pay any Real Estate Taxes before same become a Securitizationlien on the Premises. If Landlord contests the Real Estate Taxes, one hundred twenty-five percent (125%) Landlord shall cooperate and regularly communicate with Tenant in the institution of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount prosecution of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured proceedings by the Security Instrument Landlord, and other collateral given to secure the LoanTenant, at its expense, may participate with Landlord.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity or application application, in whole or in part part, of any of the Taxes or Other Chargessuch item, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s 4837-1132-0135.14 STORE / RT Logic (Kratos) Lease Agreement (New Building Area) File No.: 7210/02-525.1 determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, the amount any above‑described item or validity or application in whole or in part of any of the Taxes or Other Chargeslien with respect thereto, provided that: that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, the amount any above‑described item or validity or application in whole or in part of any of the Taxes or Other Chargeslien with respect thereto, provided that: that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full and payment the execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.

Right to Contest. After prior written notice Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to Lenderbe paid, BorrowerLessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax bxxx, Lessor shall forward said bxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof; provided, however, Lessor’s failure to forward said bxxx shall not constitute a default by Lessor under this Lease. Lessee may, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceeding, promptly initiated and proceedings conducted in good faith and with due diligence, any above‑described item or lien with respect thereto or the amount or validity or application in whole or in part assessed valuation of any of the Taxes or Other ChargesProperties, provided that: that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges has occurred and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protestis continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower taxing authority and/or Lessor that removes such lien or the Property is subject and does not constitute a default thereunderstays enforcement thereof; (iv) if Borrower has not paid the disputed amounts Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit connection with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest proceeding; and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes upon termination of such proceedings, it shall be the obligation of Lessee to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays pay the amount of any such Taxes tax and assessment or Other Chargespart thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with all any costs, interest fees (including attorneys’ fees and disbursements), interest, penalties which may be payable or other liabilities in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower Lessor shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid request of Lessee, execute or join in full the 4851-8930-3408.5 STORE / Ampco Master Lease Agreement 4 Properties in PA and payment IN File No.: 7210/02-637 execution of any instruments or documents necessary in connection with such amounts contest or proceedings, but Lessor shall be secured by the Security Instrument and other collateral given to secure the Loanincur no cost or obligation thereby.

Right to Contest. After prior written notice Tenant shall not be required to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of pay any of the Real Estate Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to taxes for which Borrower or the Property Tenant is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due liable hereunder (including, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 22.1) ------------ (including penalties and interest), so long as (i) Tenant shall contest the same or the validity thereof by appropriate legal proceedings in such a manner to prevent the tax sale of any portion of the Parcels and (ii) the position to be taken by Tenant pursuant to such contest would have a realistic possibility of success if litigated. For purposes of this Lease, Tenant may conclusively establish that a position to be taken in a contest would have a realistic possibility of success if litigated by providing to Landlord a letter from counsel stating an opinion to such effect. In the event of any such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and discharge the amounts determined to be due in accordance therewith and with the provisions of this Lease, together with any penalties, fines, interest, costs and expenses that may have accrued thereon or that may have resulted from Tenant's contest. Tenant also shall have a right to contest any taxes for which it is liable hereunder, but with regard to which the position to be taken pursuant to such contest would not have a realistic possibility of success if litigated, provided that Tenant pays such taxes on or prior to the date upon which such taxes are asserted to be due by the relevant governmental authority. Notwithstanding the foregoing provisions of this Section 8.3, Tenant shall have ----------- an unconditional right to contest (without prior payment) any taxes imposed by law upon Tenant rather than upon Landlord. Tenant's decision to pay any taxes prior to contesting its or another party's underlying liability therefor shall not be deemed to imply or suggest that the position to be taken in such contest would not have a realistic possibility of success if litigated. Landlord shall cooperate fully with Tenant in connection with the exercise of Tenant's right of contest contained herein, and in the event that applicable law shall require that Landlord, rather than Tenant, pursue legal proceedings for such contest, Landlord will initiate and pursue such contest upon Tenant's request and in accordance with Tenant's instructions (including, without limitation, Tenant's instructions as to the selection of legal counsel and matters of strategy or settlement); provided, however, that Landlord shall not be subject -------- ------- to any liability for the payment of any costs or expenses in connection with any such contest or proceedings, and Tenant will indemnify and save harmless Landlord from any such costs and expenses (including, without limitation, reasonable attorneys' fees, costs of court and appraisal costs), reimbursing Landlord therefor upon demand (or paying such costs and expenses directly when due, all as directed by Landlord). Tenant shall be entitled to any refund of any taxes and penalties or interest thereon), Borrower shall be liable for from any governmental authority to the deficiency. If Lender pays extent the deficiency (which Lender shall not be obligated refund represents monies paid to do), the amount governmental authority by Tenant or paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full Landlord and payment of such amounts shall be secured reimbursed by the Security Instrument and other collateral given to secure the LoanTenant.

Right to Contest. After prior written notice to Lender, Borrower, at its own expense, may contest contest, or permit Ply Gem to contest, by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit deposit: with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Ply Gem Industries Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s 's judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.