Common use of Right to Contest Clause in Contracts

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party Tenant shall have the right at Tenant’s sole cost and expense to participatecontest the amount or validity of any Imposition, at its own expenseLegal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Cypress Premises and Leased Property, by appropriate legal action or proceedings, conducted in all proceedings but good faith and with due diligence, provided that (a) the foregoing shall not admit any liabilityin no way be construed as relieving, settle, compromise, pay modifying or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated extending Tenant’s obligation to pay the costs of defending or prosecuting such claim and shall any Claims required hereunder to be bound paid by whatever result is obtained by the Indemnified Party respecting such claim. Tenant as finally determined, (b) Except as otherwise specifically provided hereinsuch contest shall not cause Landlord or Tenant to be in default under any Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, the remedies provided in this Agreement Leased Property nor any Rent therefrom shall be cumulative in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not preclude assertion by thereby be subjected to any party liability therefore (including, without limitation, for the payment of any other rights costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the seeking same. Tenant shall be entitled to any refund of any other remedies against Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any other party heretoClaims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party Lessee shall have the right at Lessee’s sole cost and expense to participatecontest the amount or validity of any Imposition, at its own expenseLegal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Personal Property, by appropriate legal action or proceedings, conducted in all proceedings but good faith and with due diligence, provided that (a) the foregoing shall not admit any liabilityin no way be construed as relieving, settle, compromise, pay modifying or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated extending Lessee’s obligation to pay the costs of defending or prosecuting such claim and shall any Claims required hereunder to be bound paid by whatever result is obtained by the Indemnified Party respecting such claim. Lessee as finally determined, (b) Except as otherwise specifically provided hereinsuch contest shall not cause Lessor or Lessee to be in default under the Sub-Permit and Lease Agreement, or any Secured Loan Documents, deed of trust or other agreement encumbering the remedies provided Personal Property or any part thereof and Lessee shall not contest any requirement set forth in this Agreement the Secured Loan Documents, (c) no part of the Personal Property nor any Rent therefrom shall be cumulative in any immediate danger of sale, forfeiture, attachment or loss, and (d) Lessee hereby indemnifies and holds harmless Lessor from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal fees, incurred by Lessor in connection therewith or as a result thereof. Lessor agrees to join in any such proceedings if required legally to prosecute such contest, provided that Lessor shall not preclude assertion by thereby be subjected to any party liability therefore (including, without limitation, for the payment of any other rights costs or expenses in connection therewith) unless Lessee agrees to assume and indemnify Lessor with respect to the seeking same. Lessee shall be entitled to any refund of any other remedies against Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor to the extent that Lessor has been reimbursed by Lessee. If Lessee shall fail (a) to pay or cause to be paid any other party heretoClaims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Lessor may, upon Notice to Lessee, pay such charges, together with interest and penalties due with respect thereto, and Lessee shall reimburse Lessor therefore, upon demand, as Additional Charges, together with interest at the Interest Rate from the date of Lessor’s payment until reimbursement.

Right to Contest. (a) If Lessee shall have the Indemnified Party receives notice right, at its sole cost and expense, to contest the full or has knowledge partial amount or validity of any claim Imposition by appropriate administrative and legal proceedings, either in its own name or jointly with Lessor if Lessor so elects. Lessor shall cooperate with Lessee in any reasonable manner requested by Lessee, provided that (i) Lessee shall reimburse Lessor as Additional Rent hereunder for which it believes Lessor’s actual out-of-pocket costs incurred in connection with any such contest, (ii) no action by Lessee in connection with such contest shall expose Lessor to personal liability for the Indemnifying Party payment of any Impositions, (iii) Lessee shall not be authorized to settle any such action if an Event of Default has occurred and is obligated continuing, and (iv) Lessee shall not settle any such contest in any manner that would provide for or consent to provide indemnification, an increase in the Indemnified Party shall provide amount of the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading Impositions payable with respect to such Indemnification Claim is duethe Premises after the Expiration Date over and above the Impositions payable by Lessee during the five (5) year period immediately preceding the Expiration Date. The Indemnification Claim shall set forth a brief description Lessee may postpone payment of the facts giving rise to such a claim any contested Imposition pending prompt and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct diligent prosecution of any such contest proceedings and appeals, but only if Lessee shall post a bond or defenseother assurance of payment or performance with Lessor, an escrow designated by Lessor, or the court or administrative agency or other legal authority having jurisdiction over the contest, to ensure payment of all sums ultimately determined to be due by Lessee. Before being required to make Lessee shall indemnify, defend and hold Lessor harmless from and against any payment pursuant to Sections 10.2 or 10.3 hereinand all claims, the Indemnifying Party maydamages, at its own expenseliabilities and costs and expenses, elect to undertake and control the defense ofincluding penalties, interest, and take all necessary steps properly reasonable attorneys’ fees and costs, arising from or related to contest any claim in respect thereof involving third parties such contest, noncompliance or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claimpostponed compliance. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If any party entitled to indemnification hereunder (the "Indemnified Party Party") receives notice or has knowledge of any claim for which it believes the Indemnifying Party other party hereto is obligated to provide indemnificationindemnification pursuant to Sections 10.2 or 10.3 herein (the "Indemnifying Party"), the Indemnified Party shall provide notify the Indemnifying Party with an Indemnification Claim in writing of such claim within twenty (20) days of its receipt of same, but in no event later than ten same (10) days prior to the date a responsive pleading with respect to such "Indemnification Claim is dueClaim"). The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided hereinherein expressly provided, the remedies provided in this Agreement Article X shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement Article X shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives After prior written notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnificationLender, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party mayBorrower, at its own expense, elect may contest by appropriate legal proceedings, 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 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 undertake which Borrower or the Property is subject and control does not constitute a default thereunder; (iv) if Borrower has not paid the defense ofdisputed amounts in full under protest, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount which Lender deems (together with all funds then existing in the Tax Escrow Account) sufficient to insure the payment of any such Taxes or Other Charges together with interest and take penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender (after crediting all necessary steps properly to contest any claim amounts then existing in respect thereof involving third parties the Tax Escrow Account which are not otherwise reserved for other known Taxes or Other Charges due or to prosecute such claim become due); (v) Borrower furnishes to conclusion or settlement satisfactory Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower, subject to the Indemnified Partyprovisions 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 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 Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but deficiency (which Lender shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay do), the costs of defending or prosecuting such claim and amount paid by Lender shall be bound by whatever result is obtained added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Indemnified Party respecting such claimSecurity Instrument and other collateral given to secure the Loan. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description Each of the facts giving rise to such a claim Landlord and the amount Tenant (or reasonable estimateprovided the Tenant is legally entitled to do so) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expensecontest in good faith the validity or amount of any Taxes which, in all proceedings the case of the Landlord, the Landlord is responsible to pad under this Article 8.00, and which, in the case of the Tenant, the Tenant is responsible to pay under Subsection 8.02(b) and for which it is separately assessed. Notwithstanding anything to the contrary herein, the Tenant may, upon prior written notice to the Landlord, defer payment of any amount payable by it pursuant to Subsection 8.02(b) for which it is separately assessed, to the extent permitted by law; provided that no contest by the Tenant shall involve the possibility of forfeiture, sale or disturbance of the Landlord's interest in the Leased Premises or the imposition of any penalty or interest, charge or lien and that, upon the final determination of any contest by the Tenant, the Tenant shall immediately pay and satisfy the amount found to be due, together with any costs, penalties and interest. If, as a result of any contest by the Tenant, any tax, rate, levy, assessment, fee or other charge is increased, the Tenant shall be responsible for the full amount of such increase in respect of the period to which the contest relates and to any subsequent tax periods which commence during the Term. (a) but may contest any amount payable by it under Subsection 8.02(b) or appeal any assessment therefor subject to complying with the following: (a) the Tenant shall deliver to the Landlord any notices of appeal or other like instrument and obtain the Landlord's consent thereto, which consent shall not admit any liabilitybe unreasonably withheld, settle, compromise, pay or discharge before filing the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim.same; (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement Tenant shall be cumulative deliver whatever security the Landlord reasonably requires; (c) the Tenant shall promptly and diligently prosecute the contest or appeal at its sole expense; and (d) the Tenant shall not preclude assertion by any party of any other rights or keep the seeking of any other remedies against any other party heretoLandlord fully informed thereof.

Right to Contest. Within thirty (a30) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party days after each tax and assessment payment is obligated required by this Section 6.01 to provide indemnificationbe paid, the Indemnified Party Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the Indemnifying Party with an Indemnification Claim event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within twenty fifteen (2015) days of its Lessor’s receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is duethereof. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party Lessee may, at its own expense, elect contest or cause to undertake and control be contested (in the defense ofcase of any item involving more than $10,000, and take all necessary steps properly after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any claim matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above-described item or lien with respect thereof involving third parties thereto, provided that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or to prosecute lost by reason of such claim to conclusion or settlement satisfactory proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the Indemnified Party. If extent required by the Indemnifying Party makes the foregoing electionapplicable taxing authority and/or Lessor, then the Indemnified Party Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall have the right to participate, at its own expense, promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent connection with such proceeding; and (v) upon termination of the Indemnifying Party. If the Indemnifying Party does not make such electionproceedings, it shall be obligated the obligation of Lessee to pay the costs amount of defending any such tax and assessment or prosecuting part thereof as finally determined in such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided hereinproceedings, the remedies provided payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in this Agreement connection therewith. Lessor shall be cumulative and shall not preclude assertion by any party at the request of Lessee, execute or join in the execution of any other rights instruments or the seeking of any other remedies against any other party heretodocuments necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Lessor or Head Lessor (ain each case, the "Tax Party") If the Indemnified Party receives notice or has knowledge shall notify Lessee in writing of any claim for actual or proposed claim, adjustment or other action of any tax authority received by such Tax Party in writing with respect to which it believes the Indemnifying Party is obligated Lessee may be required to provide indemnificationindemnification under this Section 19.03 ("Proposed Adjustment") (but failure of any Tax Party to so notify Lessee shall not relieve Lessee of its obligations hereunder except to the extent that Lessee is precluded from any contest and actually and materially harmed thereby). If Lessee shall request in writing within thirty (30) days after such Tax Party's notice described above that the Proposed Adjustment be contested (or such shorter period in which the Tax Party may be required to take action), the Indemnified such Tax Party shall provide contest the Indemnifying Proposed Adjustment; provided, however, that: (i) prior to taking such action, Lessee shall have furnished such Tax Party with an Indemnification Claim within twenty opinion of independent tax advisor chosen by Lessee and reasonably acceptable to such Person, to the effect that such Person has a reasonable possibility of success in contesting the claim; (20ii) days prior to taking such action, Lessee shall have (A) acknowledged its obligation to indemnify such Tax Party hereunder in the event such Person does not prevail in such contest and (B) agreed to reimburse such Person, promptly on demand, all costs and expenses that such Person may incur in connection with contesting such claim, including without limitation reasonable attorneys' and accountants' fees and expenses; (iii) no Lease Event of its receipt Default shall exist and be continuing, (iv) such Person shall not be obligated to contest any proposed amount that is less than S25,000.00; and (v) such Person shall in all events control the contest, and Lessee shall not have any right to inspect the books and records of samesuch Person, but shall have reasonable opportunity to review and comment on portions of documentation, protests, memoranda or briefs relating exclusively to a Proposed Adjustment. In the event such Tax Party shall pay the tax claimed and then seek a refund, such Person may require Lessee to advance funds sufficient to pay the tax that would be indenmified by Lessee hereunder if the claim were resolved adversely to such Person, in no event later than ten (10) days prior which case, to the date a responsive pleading extent the refund claim is successful, such funds received form the taxing authority an attributable thereto, to the extent not required to be applied to an indemnity payable hereunder, shall be refunded to Lessee. Notwithstanding anything to the contrary in this Section 19.03(c) such Tax Party may at any time decline to take any further action with respect to a Proposed Adjustment or may settle any contest without the consent of Lessee; provided, however, that if Lessee shall have duly complied with all the terms of this Section 19.03(c), and Lessee shall reasonably withhold in writing its consent to all or part of such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description assessment or settlement based upon its evaluation of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shallmerits, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but Lessee shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay indemnify such Tax Party for the costs portion of defending such assessment or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claimsettlement to which Lessee has reasonably withheld its consent. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If An Indemnitee shall afford each Indemnitor the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shallopportunity, at Indemnitor’s own expense, to assume the expense of the Indemnifying Party, provide all information regarding the contest defense or defense of the claim and cooperate fully with the Indemnifying Party in the conduct settlement of any such contest or defenseclaim, with counsel of its own choosing. Before being required In connection therewith, the Indemnitee shall cooperate fully to make any payment pursuant available all pertinent information under its control and shall have the right to Sections 10.2 or 10.3 herein, join in the Indemnifying Party maydefense, at its own expense, with counsel of its own. If an Indemnitor does not elect to undertake and control the defense ofof a claim on the terms provided below, and take all necessary steps properly the Indemnitee shall be entitled to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion undertake the defense or settlement satisfactory to of the Indemnified Partyclaim at the expense of and for the account and risk of such Indemnitor, as provided under this Article 13. If the Indemnifying Party makes the foregoing election, then the Indemnified Party An Indemnitor shall have the right to participate, at assume the entire defense of a claim here­under provided that (a) Indemnitor gives written notice of its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge desire to defend such claim (the claim without the prior written consent “Notice of Defense”) to Indemnitee within fifteen (15) days after Indemnitor’s receipt of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs Notice of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. Claim; (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement Indemnitor’s defense of such claim shall be cumulative without cost to Indemnitee or prejudice to Indemnitee’s rights under this Article 13; (c) counsel chosen by Indemnitor to defend such claim shall be reasonably acceptable to each Indemnitee; (d) Indemnitor shall bear all costs and expenses in connection with the defense and set­tlement of such claim; (e) each Indemnitee shall have the right to receive periodic reports from Indemnitor and Indemnitor’s counsel; and (f) Indemnitor will not, without each Indemnitee’s written consent, settle or compromise any claim or consent to any entry of judgment which does not preclude assertion include as an unconditional term thereof the giving by any party the claimant or plaintiff of any other rights or a release of all liability with respect to the seeking claim. Solely for purposes of any other remedies against any other party heretosubsection (e) above, Indemnitor shall waive its attorney-client privilege.

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior Notwithstanding anything to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shallcontrary contained in this Section, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party Mortgagor shall have the right to participatecontest 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 Mortgagee and at its own expense, Mortgagor's sole cost and expense and with due diligence and continuity so as to resolve such contest as promptly as possible; (ii) the Premises will not be in all proceedings but immediate danger of being forfeited or lost by reason of such contest; (iii) such contest shall not admit subject Mortgagee to prosecution for a criminal offense or a claim for civil liability; (iv) Mortgagor shall establish a reserve or other security with Mortgagee in an amount and in form and substance satisfactory to Mortgagee for application toward the cost of curing or removing the same from record pursuant to clause (v) below; (v) in any liabilityevent, settleeach such contest shall be concluded and the tax assessment, compromisepenalties, pay interest and cost shall be paid prior to the date such judgment becomes final or discharge any writ or order is issued under which the claim without Premises may be sold pursuant to such judgment; and (vi) Mortgagor agrees in writing to indemnify and hold harmless Mortgagee from and against any and all expenses, claims, demands, obligations, liabilities, suits, actions and penalties upon or arising out of such contest. Pending the prior written consent determination of the Indemnifying Party. If the Indemnifying Party does any such contest, Mortgagor shall not make such election, it shall be obligated to pay any such Imposition unless non-payment of such Imposition will subject the costs Premises to sale or other liability or forfeit by reason of defending or prosecuting 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 claim and conversion Mortgagor shall be bound obligated only to pay and discharge said periodic installments as required by whatever result is obtained by the Indemnified Party respecting such claimthis Section. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Seller or Purchaser, as the case may be (the "Indemnified Party Party"), receives notice or has knowledge of any claim for which it believes the Indemnifying Party other party hereto is obligated to provide indemnificationindemnification pursuant to Section 5.1 herein (the "Indemnifying Party"), the Indemnified Party shall provide notify the Indemnifying Party with an Indemnification Claim in writing of such claim within twenty (20) days of its receipt of same, but in no event later than ten same (10) days prior to the date a responsive pleading with respect to such "Indemnification Claim is dueClaim"). The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered suffered, or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 Section 5.1 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. Within thirty (a30) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party days after each tax and assessment payment is obligated required by this Section 6.01 to provide indemnificationbe paid, the Indemnified Party Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the Indemnifying Party with an Indemnification Claim event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within twenty fifteen (2015) days of its Lessor’s receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is duethereof. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party Lessee may, at its own expense, elect contest or cause to undertake and control be contested (in the defense ofcase of any item involving more than $10,000, and take all necessary steps properly after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any claim matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above‑described item or lien with respect thereof involving third parties thereto, provided that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or to prosecute lost by reason of such claim to conclusion or settlement satisfactory proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the Indemnified Party. If extent required by the Indemnifying Party makes the foregoing electionapplicable taxing authority and/or Lessor, then the Indemnified Party Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall have the right to participate, at its own expense, promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent connection with such proceeding; and (v) upon termination of the Indemnifying Party. If the Indemnifying Party does not make such electionproceedings, it shall be obligated the obligation of Lessee to pay the costs amount of defending any such tax and assessment or prosecuting part thereof as finally determined in such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided hereinproceedings, the remedies provided payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in this Agreement connection therewith. Lessor shall be cumulative and shall not preclude assertion by any party at the request of Lessee, execute or join in the execution of any other rights instruments or the seeking of any other remedies against any other party heretodocuments necessary in connection with such contest or proceedings, but Lessor shall incur 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. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 12.4 or 10.3 12.5 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party; provided, however, the Indemnifying Party shall have no obligation or liability under Sections 12.4 or 12.5 hereof for Indemnifiable Damages with respect to any Indemnification Claim in excess of any written settlement offer with respect to such Indemnification Claim which the Indemnified Party did not accept. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement Section 12.4 and 12.5 shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies (including specific performance of this Asset Purchase Agreement) against any other party hereto.

Right to Contest. (a) If Indemnitee shall afford Indemnitor the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shallopportunity, at Indemnitor’s own expense, to assume the expense of the Indemnifying Party, provide all information regarding the contest defense or defense of the claim and cooperate fully with the Indemnifying Party in the conduct settlement of any such contest or defenseclaim, with its own counsel. Before being required In connection therewith, the Indemnitee shall cooperate fully to make any payment pursuant available all pertinent information under its control and shall have the right to Sections 10.2 or 10.3 herein, join in the Indemnifying Party maydefense, at its own expense, with its own counsel. If Indemnitor does not elect to undertake and control the defense ofof a claim on the terms provided below, and take all necessary steps properly Indemnitee shall be entitled to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion undertake the defense or settlement satisfactory to of the Indemnified Party. If claim at the Indemnifying Party makes expense of and for the foregoing election, then the Indemnified Party account and risk of Indemnitor. (b) Indemnitor shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge assume the entire defense of a claim without hereunder provided that (i) Indemnitor gives written notice of such desire (the prior written consent “Notice of Defense”) to Indemnitee within fifteen (15) days after Indemnitor’s receipt of the Indemnifying Party. If Notice of Claim; (ii) Indemnitor’s defense of such claim shall be without cost to Indemnitee or prejudice to Indemnitee’s rights under this Paragraph 12; (iii) counsel chosen by Indemnitor to defend such claim shall be reasonably acceptable to Indemnitee; (iv) Indemnitor shall bear all costs and expenses in connection with the Indemnifying Party defense and settlement of such claim; (v) Indemnitee shall have the right to receive periodic reports from Indemnitor and Indemnitor’s counsel; and (vi) Indemnitor will not, without Indemnitee’s written consent, settle or compromise any claim or consent to any entry of judgment which does not make such election, it shall be obligated include the unconditional release by claimant or plaintiff of all liability with respect to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (bc) Except as otherwise specifically provided herein, The Indemnified Party shall have no right to indemnification to the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party extent the Indemnified Party’s failure to give notice of any other rights or such claim by a third party to the seeking of any other remedies against any other party heretoIndemnifying Party as soon as reasonably practicable after a reasonable determination that such claim may reasonably be expected to give rise to indemnification hereunder prejudices the Indemnifying Party.

Right to Contest. (a) If After prior written notice to Indemnitee, Indemnitor may, at its sole cost and expense, contest any Environmental Liens or Environmental Laws, or perform any Remediation, provided that all of the Indemnified Party receives notice or has knowledge following conditions are continuously satisfied at all times during the course of any claim such contest or Remediation: (i) no Event of Default (other than as related to the Hazardous Substances involved in such contest or Remediation) exists and is continuing under any of the Loan Documents; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in reasonable danger of being sold, forfeited, terminated, canceled or lost; (iv) Indemnitee (and Indemnitee’s agents, officers, directors, servants, employees, contractors and shareholders) shall not be subject to any criminal or other penalties, fines, costs or expenses, by reason of such contest or Remediation or any delays in connection therewith, for which it believes they are not indemnified by Indemnitor; (v) only if collateral is not required to be posted in connection with such proceeding, in the Indemnifying Party case of Liens in excess of the Contest Threshold (as defined in the Loan Agreement), to insure the payment of such Environmental Liens during the term of such contest, Borrower shall deliver to Lender either (A) cash, cash equivalents, a Letter of Credit, a guaranty from a Qualified Guarantor or other security as may be reasonably approved by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount over the Contest Threshold or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount over the Contest Threshold from a surety acceptable to Lender in its reasonable discretion; (vi) such contest shall not be reasonably likely to result in a Material Adverse Effect; and (vii) a contest shall be diligently prosecuted until a final judgment is obligated obtained or final settlement or release is affected. (b) After ten (10) Business Days’ notice to provide indemnificationBorrower, Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the Indemnified Party entitlement of such claimant is established by the Governmental Authority authorized to make such determination or the Property (or any part thereof or interest therein) shall provide be in immediate danger of being sold, forfeited, terminated, cancelled or lost or there shall be any immediate danger of the Indemnifying Party Lien of the Mortgage being primed by any related Environmental Lien. (c) Unless a contest has been instituted as permitted hereunder with respect to any Remediation, Indemnitor shall commence the Remediation in accordance with Environmental Laws. In any event, except in the case of an Indemnification Claim emergency, at least fifteen (15) Business Days prior to commencement of such Remediation, Indemnitor shall submit to Indemnitee reasonably detailed plans for such Remediation complying with Environmental Laws. (d) If a contest has been instituted as permitted hereunder, Remediation shall be instituted promptly following an unsuccessful nonappealable completion of any contest and shall be diligently prosecuted until the Hazardous Substances involved in the contest are removed, relocated, encapsulated or disposed of as required by the Environmental Laws. (e) Indemnitor shall notify Indemnitee within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description after commencement of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim Remediation and shall be bound by whatever result is obtained by render to Indemnitee a written monthly report detailing the Indemnified Party respecting progress thereof including such claiminformation as Indemnitee shall reasonably request. (bf) Except So long as otherwise specifically provided hereinall of such conditions are continuously satisfied, the remedies provided in this Agreement shall be cumulative and Indemnitor may proceed with such contest; provided, however, Indemnitor shall not preclude assertion by enter into any party of any other rights settlement agreement binding upon Indemnitee without its prior consent, which consent shall not be unreasonably withheld, conditioned or the seeking of any other remedies against any other party heretodelayed. Any such settlement effected without Indemnitee’s prior consent shall not be binding on Indemnitee.

Right to Contest. (a) If the Indemnified Party receives After prior written notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnificationLender, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party mayBorrower, at its own expense, elect 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 (for purposes of this Section 9.02(b), "Other Charges" shall be deemed to undertake include mechanics' and control materialman's liens and trade payables), provided that: (i) no Event of Default exists; (ii) such proceeding suspends the defense ofcollection 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 take is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender (or a court or other Governmental Authority as/if applicable) 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 necessary steps properly 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 contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory this Section to the Indemnified Partyclaimant 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 Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but deficiency (which Lender shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay do), the costs of defending or prosecuting such claim and amount paid by Lender shall be bound by whatever result is obtained added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Indemnified Party respecting such claimSecurity Instrument and other collateral given to secure the Loan. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If any party entitled to indemnification hereunder (the "Indemnified Party Party") receives notice or has knowledge of any claim for which it believes the Indemnifying Party other party hereto is obligated to provide indemnificationindemnification pursuant to Sections 10.2 or 10.3 herein (the "Indemnifying Party"), the Indemnified Party shall provide notify the Indemnifying Party with an Indemnification Claim in writing of such claim within twenty (20) days of its receipt of same, but in no event later than ten same (10) days prior to the date a responsive pleading with respect to such "Indemnification Claim is dueClaim"). The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided hereinherein expressly provided, the remedies provided in this Agreement Article X shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If From and after the Indemnified Party receives notice or has knowledge of any claim for which it believes Commencement Date, Tenant shall have the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party mayright, at its own cost and expense, elect to undertake and control contest the defense ofamount or validity, in whole or in 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 same, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of this Section 4.5, Tenant may postpone or defer payment of such Imposition if (i) neither the Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, and take (ii) if Tenant has assigned this Lease other than to an affiliate under common Control (as that term is defined below) with Tenant, Tenant or its assignee shall have deposited with Landlord in an escrow account cash payable to Landlord in the amount of the Imposition so contested and unpaid, together with all necessary steps properly to contest interest and penalties which may accrue in Landlord's reasonable judgment in connection therewith, and all charges that may or might be assessed against or become a charge on the Premises or any claim in respect portion thereof involving third parties during the pendency of such proceedings, or to prosecute such claim to conclusion or settlement other form of security reasonably satisfactory to the Indemnified PartyLandlord. If the Indemnifying Party makes the foregoing election, then the Indemnified Party Tenant shall have the right right, subject to participateLandlord's approval, not to be unreasonably withheld, delayed or conditioned, to select the counsel to be retained in connection with the prosecution of any such proceedings. If, during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem in good faith that the amount deposited, if any, as aforesaid, is insufficient, Tenant shall, upon demand of Landlord, make additional deposits of such additional sums of money as Landlord may reasonably request. Upon failure of Tenant to make such additional deposits, the amount theretofore deposited, together with sums deposited in the Tax Account, may be applied by Landlord to the payment, removal and discharge of such Imposition and any interest, fines and penalties incurred or imposed in connection therewith, and any costs, fees (including reasonable attorneys' fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or 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 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 its own expensethe written direction of Tenant, Landlord shall make such payment out of the funds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Landlord shall not be required to join in any proceedings referred to in this Section 4.5 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in all which event Landlord shall join in such proceedings but or permit the same to be brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require, including, without limitation, representation by legal counsel of its choice. Landlord shall not admit ultimately be subject to any liabilityliability for the payment of any fees, settleincluding attorneys' fees, compromise, pay costs and expenses incurred or discharge the claim without the prior written consent of the Indemnifying Partyimposed in connection with such proceedings. If the Indemnifying Party does not make such election, it shall be obligated Tenant agrees to pay all such fees (including reasonable attorneys' fees), costs and expenses, or, on demand, to make reimbursement to Landlord for such payment. Subject to the costs 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 defending valuation or prosecuting such claim and shall be bound by whatever result is obtained by other relief with respect to the Indemnified Party respecting such claimImpositions. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party Landlord shall have the right to participatecontest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. Lxxxxxxx agrees that each such contest shall be promptly prosecuted to its final conclusion, at its own expenseexcept to the extent deemed commercially unreasonable by Landlord, in Lxxxxxxx’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions. In the event Landlord elects not to contest any Impositions, then Tenant shall have the right to contest such Impositions upon written notice to Landlord. Landlord and Txxxxx agree that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contest by Landlord or Tenant, the non-prosecuting party shall join as a party to such contest, and the prosecuting party shall pay, and save the non-prosecuting party, or the non- prosecuting party’s mortgagee, if any, harmless 4823-7309-7009.2 STORE / CSI Labs Amended and Restated Lease Agreement 2000 Xxxxxxxx Xx., Xxxxxxxxxx, XX File No.: 7210/02-432.1 8 against, any and all proceedings but shall not admit losses, judgments, decrease and costs (including reasonable attorneys' fees and expenses) in connection with any liabilitysuch contest and shall, settlepromptly after the final settlement, compromise, or determination of such contest, fully pay or and discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it amounts that shall be obligated levied, assessed, charged or imposed or be determined to pay be payable therein or in connection therewith, and perform all acts, the costs performance of defending or prosecuting such claim and which shall be bound ordered or decreed as a result thereof. No such contest by whatever result is obtained by Tenant shall subject Landlord to the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party risk of any other rights civil or the seeking of any other remedies against any other party heretocriminal liability.

Right to Contest. (a) If the Indemnified Party receives After prior written notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnificationLender, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party mayBorrower, at its own expense, elect 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 undertake which Borrower or the Property is subject and control does not constitute a default thereunder; (iv) if Borrower has not paid the defense ofdisputed 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 take 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 necessary steps properly 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 contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory this Section to the Indemnified Partyclaimant 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 Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but deficiency (which Lender shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay do), the costs of defending or prosecuting such claim and amount paid by Lender shall be bound by whatever result is obtained added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Indemnified Party respecting such claimSecurity Instrument and other collateral given to secure the Loan. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Seller or Purchaser, as the case may be (the "Indemnified Party Party") receives notice or has knowledge of any claim for which it believes the Indemnifying Party other party hereto is obligated to provide indemnificationindemnification pursuant to Section 5.1 herein (the "Indemnifying Party"), the Indemnified Party shall provide notify the Indemnifying Party with an Indemnification Claim in writing of such claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 Section 5.1 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.